Common use of Deposit Clause in Contracts

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

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

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

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

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

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

Deposit. Within one (1a) business day 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 (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 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 (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 (1) business day following the mutual Tenant has upon execution and exchange of this Agreement, Buyer shall deposit into Escrow Lease deposited with Landlord a Letter of Credit (as defined belowhereinafter defined) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) set forth in Section 1.1 (the “Initial Deposit”), which Letter of Credit may be drawn upon in whole or in part and applied by Landlord for the form purpose of a wire transfer payable curing any Event of Default by Tenant under this Lease that remains outstanding. If any portion of the Deposit is applied to Chicago Title Insurance Company cure an Event of Default by Tenant, Tenant shall, within five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant 5) Business Days after written demand therefor, either deposit funds with Landlord equal to the provisions hereof prior theretoamount applied (in which case such funds shall be held by Landlord hereunder as part of the Deposit) or reinstate the Letter of Credit in an amount sufficient to restore the Deposit to its original amount, no later than three and Tenant’s failure to do so shall be a breach of this Lease. The unapplied balance of the Deposit, including the Letter of Credit with its remaining unapplied balance, shall be returned to Tenant within thirty (330) business days after the expiration of the “Due Diligence Period” Term or sooner termination hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain for sixty (60) days following the expiration of the Term or sooner termination of this Lease an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the year in which the Term ends. The Deposit is not an advance payment of Rent or an account of Rent, or any part or settlement thereof, or a measure of Landlord’s damages. The use or application of the Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Legal Requirements and shall not be construed as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash liquidated damages. In the event Landlord transfers all or other immediately available funds any part of its interest in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”Buildings or this Lease, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder Landlord shall deposit transfer the Deposit in a non-commingled trust account and to the transferee. Upon such transfer, Landlord shall invest thereby be released by Tenant from all liability or obligation for 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 return 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 term “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

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

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

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

Deposit. 2.2.1 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 Three Hundred Fifty-Five Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00355,000.00) (together with any and all interest that may accrue thereon, the “Initial Deposit”), in the form of a ) by wire transfer payable to Chicago of immediately available federal funds, with Fidelity National Title Insurance Company (the “Escrow HolderAgent” or “Title Company”)) to assure Purchaser’s performance hereunder. Unless this Agreement Pursuant to Section 6.2, the Initial Deposit shall have been terminated pursuant be fully refundable to Purchaser by written notice to Seller any time on or before the provisions hereof prior thereto, no later than three (3) business days after Due Diligence Deadline. 2.2.2 Prior to the expiration of the “Due Diligence Period” Deadline (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder an additional cash or other immediately available funds in the amount of One Three Hundred Fifty-Five Thousand and No/100 Dollars ($100,000355,000.00) (together with any and all interest that may accrue thereon, the “Additional Deposit”” and, and together with the Initial Deposit and all interest accrued thereonDeposit, the “Deposit”), by wire transfer of immediately available federal funds, with the Escrow Agent. Escrow Holder shall Purchaser’s failure timely to deposit any amount required pursuant to this Section 2.2 (time being 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 essence) shall be credited deemed a default under this Agreement entitling Seller immediately and without notice to Buyer’s account terminate this Agreement. Notwithstanding the foregoing, it is expressly understood and deemed to be part of the Deposit. In agreed that, in the event of Purchaser terminates this Agreement before the consummation of the purchase and sale of the Property as contemplated hereunderDue Diligence Deadline, the Deposit shall be paid immediately refunded to Existing Owner Purchaser. 2.2.3 Escrow Agent shall place the Deposit in an interest-bearing escrow account at a federally-insured commercial bank reasonably acceptable to both Seller and credited Purchaser. The Escrow Agent shall hold the Deposit in accordance with this Agreement. At Closing, the Escrow Agent shall deliver the Deposit to Seller and credit the Deposit against the Purchase Price on in accordance with this Agreement. 2.2.4 Notwithstanding anything contained in this Agreement to the Closing Date. In contrary, following the event Due Diligence Deadline, the sale of the Property is not consummated because of entire Deposit shall be conclusively deemed to have been earned by Seller and to be non-refundable to Purchaser in whole or in part under any circumstances (a) a including, without limitation, any prior or subsequent breach or default by Seller default, (b) the hereunder and any termination of this Agreement by Buyer Seller or Purchaser for any reason), except to the extent specifically provided in accordance with any right Section 10.1 of this Agreement. Notwithstanding that the Deposit shall belong to so terminate provided hereinSeller from and after the Due Diligence Deadline, Seller hereby authorizes and directs Escrow Agent to continue to hold the Deposit in escrow for Seller’s account until the earlier to occur of (ci) the failure of any of Buyer’s Closing Conditions (as defined below) to occur Closing, or (dii) any other reason other than a default by BuyerPurchaser hereunder, then whereupon Escrow Agent shall immediately release the entire Deposit shall be immediately from escrow and automatically paid over deliver the same to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. Within one (1) business day following the mutual execution and exchange Upon receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow immediately cause an amount equal to ten percent (as defined below10%) 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” Purchase Price (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 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 Escrow Holder pursuant to subparagraph (b) above, or by a non-appealable judgment or order of a court of competent jurisdiction (in proceedings which the Closing Date. 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) 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 either Seller or Purchaser and a demand by either party for the disbursement of the Deposit for any reason, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder prior to the end of such ten day period 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 As part of the mutual execution and exchange Opening 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 Buyer shall deliver to Chicago Title Insurance Company (“Escrow Holder”), which has an address of 0000 XxxXxxxxx Xxxx # 000, Xxxxxxx Xxxxx, XX 00000, Attn. Unless this Agreement shall have been terminated pursuant to Xxxx Xxxxxxxxx, the provisions hereof prior thereto, no later than three sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS (3$500,000.00) business days after the expiration of the (“Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other Initial Deposit”) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the as a good faith deposit. The Initial Deposit and all interest accrued thereon, earned thereon shall be collectively referred to in this Agreement as the “Deposit”)“. At Buyer’s discretion, Escrow Holder shall deposit place the Deposit in a nonone or more government insured interest-commingled trust account bearing accounts (at Buyer’s discretion) satisfactory to Seller and Buyer (which shall have no penalty for early withdrawal), and shall invest not commingle the Deposit with any funds of Escrow Holder or any other person or entity. All interest earned on the Deposit shall be included within the meaning of the term “Deposit” in an insuredthis Agreement. If Closing occurs in accordance with this Agreement, interest bearing money market accountsthe Deposit shall be applied against the Purchase Price. The Deposit shall be returned to Buyer within one (1) Business Day if (y) Buyer elects to terminate this Agreement in accordance with Section 6.5 below or (z) Escrow fails to close due to (i) Seller’s breach of this Agreement, certificates (ii) the failure of deposit, United States Treasury Bills a condition to close under Section 4.2 (other than a failure of Buyer to deliver funds or such other instruments as directed under Section 4.2.2 or a breach 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 Depositunder Section 4.2.4), or (iii) a casualty or condemnation event as described in Section 12 below occurs. 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 either Seller or 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 pursuant to Section 6.5, Escrow Holder is authorized to deliver the Deposit to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) Business Day following receipt by Escrow Holder and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Holder that it disputes the right of the other party to receive the Deposit. In such event, Escrow Holder 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 Holder’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 Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoinverse proportion of such distribution. 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 As used in this Agreement. All references , “Business Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in this Agreement to a “return the State of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)California.

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Two Hundred Sixty-Seven Thousand One Two Hundred Forty Three Thirty Nine and No/100 Dollars ($7,143.00267,239.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (c) the Seller’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. 2.1.1 Within one (1) business day Three Business Days following the mutual execution Effective Date, Sellers, Purchaser and exchange a duly authorized representative of this AgreementTitle Insurer (“Escrowee”) shall execute Deposit Escrow Instructions in the form attached hereto as Exhibit B (the “Deposit Escrow Instructions”) and concurrently therewith, Buyer Purchaser shall deposit into Escrow (as defined below) deliver to Escrowee exxxxxx money in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 2,579,527 (the “Initial Deposit”), subject to the terms of this Agreement. If Purchaser elects, in its sole and absolute discretion, to proceed with the form transactions contemplated by this Agreement, then, on or before 5:00 p.m., New York time, on the last day of the Due Diligence Period, Purchaser shall deliver to Escrowee 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 in immediately available federal funds in the amount equal to the difference between (i) 10% of One Hundred Thousand the Purchase Price and No/100 Dollars (ii) $100,000) 2,579,527 (the “Additional Deposit”, and together with ). The term “Deposit” shall mean the Initial Deposit and all the Additional Deposit, if any, and shall include interest accrued earned thereon. The Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, the an “Allocated Deposit”). Escrow Holder shall deposit If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to 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 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 BuyerAgreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be immediately and automatically promptly 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)Purchaser.

Deposit. Within one Not later than two (12) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow (as defined below) the amount sum of Seven Thousand One Hundred Forty Three Million and No/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”), in cash or immediately available federal funds. Notwithstanding anything to the form contrary herein, the Deposit shall be non-refundable to the Purchaser unless the Purchaser terminates this Agreement pursuant to a right to terminate this Agreement in connection with (a) a Seller default as provided in Section 14.01, (b) an Objectionable Environmental Matter or Objectionable Title Matter as provided in Section 4.06, 6.01(b), or 6.02, (c) a casualty as provided in Section 12.01, (d) a condemnation as provided in Section 12.02, (e) any other termination right set forth in Section 5.05, (f) the failure of a wire transfer payable condition to Chicago Title Insurance Company Closing as provided in Section 10.02 or (g) the termination right expressly identified herein as a “Escrow HolderRefundable Termination Right” in Section 4.05 (each, a “Refundable Termination Right”). Unless In the event Purchaser terminates this Agreement shall have been terminated pursuant to a Refundable Termination Right, then the provisions hereof entire Deposit shall be delivered to Purchaser. If the Purchaser terminates this Agreement prior theretoto the end of the Inspection Period for a reason other than a Refundable Termination Right, no later than three (3) business days after the Deposit will be returned delivered to Seller. Provided Purchaser has not terminated this Agreement prior to the expiration of the “Due Diligence Period” (Inspection Period pursuant to the terms hereof, the entire Deposit shall become fully non-refundable and payable to Seller, except as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds otherwise expressly provided herein. If the sale hereunder is consummated in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderterms hereof, the Deposit shall be paid to Existing Owner Seller and credited against applied to the Purchase Price on to be paid by Purchaser at the Closing DateClosing. In If the transaction contemplated hereby does not close because of uncured default by Purchaser under Section 14.02, 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 is terminated 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 default by BuyerRefundable Termination Right, then the parties agree that the Deposit shall be immediately delivered to Seller as liquidated damages and automatically paid over as Seller’s sole and exclusive remedy as hereinafter more specifically set forth, which amount the parties agree is a reasonable sum considering all of the circumstances existing on the date of this Agreement, including, without limitation, the relationship of such harm to Buyer without Seller that reasonably could be anticipated, Seller’s anticipated use of the need for any further action by either Party heretoproceeds of sale, and the fact that proof of actual damages would be impossible to determine. 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 Agreementheld and invested in U.S. Government obligations, certificates of deposit, money market funds, or in such other interest bearing investment as Purchaser shall direct in writing. All references in this Agreement to a “return interest accruing on the Deposit shall be deemed part of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Deposit for all purposes hereunder.

Deposit. 1. 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 execution of this Agreement by all parties, time being of the essence, Purchaser shall deposit with Commonwealth Land Title Insurance Company (the "ESCROW AGENT") the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the "INITIAL DEPOSIT"). Within three (3) business days following the expiration of the “Due Diligence Period” Study Period (as hereinafter definedprovided that Purchaser does not exercise its right to terminate this Agreement and receive the return of the Initial Deposit), Buyer time being of the essence, Purchaser shall post an additional deposit with Escrow Holder additional cash or other in immediately available funds good funds, by federal wire transfer (the "ADDITIONAL DEPOSIT", together with the Initial Deposit, the "DEPOSIT") in an amount equal to TWO HUNDRED THOUSAND DOLLARS ($200,000.00). The Deposit shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement. The Deposit shall be held by Escrow Agent in escrow (the "ESCROW DEPOSIT") pursuant to the escrow agreement in the form attached hereto as Exhibit C, to be entered into among Seller, Purchaser and Escrow Agent (the "ESCROW AGREEMENT"), and delivered to Escrow Agent concurrently with the Deposit. 2. The Deposit shall be invested in accordance with the Escrow Agreement, and all interest and other amounts earned on the Deposit shall constitute additional Deposit for all purposes in this Agreement. 3. At Closing, Escrow Agent shall distribute the Deposit to Seller, and Purchaser shall receive a credit against the Purchase Price 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 insureddistributed to 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 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 hereunderif this Agreement is terminated, the Deposit shall be paid disbursed by Escrow Agent 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 or Purchaser 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 (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 execution and delivery of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash Partners Title Company (the "ESCROW AGENT" or other immediately available funds in the amount "TITLE COMPANY"), having its office at 000 Xxxx Xxxxxx, Xxxxx 0000X, Xxxxxxx, Xxxxx 00000-0000 (Attention: Xxxxx Xxxxxxxxx) the sum of One Hundred Thousand Million and No/100 Dollars ($100,0001,000,000.00) (the “Additional "INITIAL DEPOSIT") in good funds, either by certified bank or cashier's check or by federal wire transfer. The Initial Deposit”, and together with any funds deposited with the Initial Deposit Escrow Agent pursuant to Section 4.1, and all interest accrued thereon, earned thereon is collectively called the “Deposit”"DEPOSIT"). The Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account and shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on such sum shall be credited to Buyer’s account deemed income of Purchaser, and deemed to Purchaser shall be part responsible for the payment of all costs and fees imposed on the DepositDeposit account. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid delivered to Existing Owner Seller and credited applied against the Purchase Price on the at 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 or otherwise distributed in accordance with any right to so terminate provided herein, (c) the terms of this Agreement. The failure of Purchaser to timely deliver 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 hereunder shall be immediately a material default, and automatically paid over shall entitle Seller, at Seller's sole option, to Buyer exercise the remedies provided in Section 6.1 hereof, including without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer limitation to make receive the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller liquidated damages. Prior to terminate this Agreement. All references in this Agreement to a “return expiration of the Deposit” Inspection Period, the escrow established pursuant to the Agreement shall also be deemed to include be a return "sole order" escrow, and Escrow Agent shall disburse the Deposit to Purchaser upon Escrow Agent's receipt of any notice of termination prior to expiration of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Inspection Period, without liability to Seller and notwithstanding any objection by Seller to such disbursement.

Deposit. Within one (1a) business day following OpCo Purchaser has, on or prior to 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 Acquiom Clearinghouse LLC (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars $30,000,000 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”), by wire transfer of immediately available funds for deposit into a separate escrow account (the “Deposit Escrow Account”), established pursuant to the escrow agreement, dated as of the date hereof, by and among the Company, OpCo Purchaser and the Escrow Agent, substantially in the form attached hereto as Exhibit L (the “Escrow Agreement”). Escrow Holder The Deposit shall deposit not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any of Sellers or OpCo Purchaser and, if the OpCo Closing occurs, shall be applied against payment of the OpCo-Company Closing Date Payment on the OpCo Closing Date in accordance with Section 2.1(a). (b) If, prior to the OpCo Closing, this Agreement has been terminated by the Company pursuant to Section 8.1(i) (due to a breach by OpCo Purchaser) or 8.1(m) (or by OpCo Purchaser in circumstances where the Company would be entitled to terminate this Agreement pursuant to Section 8.1(i) (due to a breach by OpCo Purchaser) or 8.1(m)), then the Company shall retain the Deposit together with all received investment income, if any. (c) If, prior to the OpCo Closing, this Agreement has been terminated by any Party other than as contemplated by Section 2.2(b), then the balance of the Deposit Escrow Account, shall be returned to OpCo Purchaser within five (5) Business Days after such termination. (d) The Parties agree that the Company’s right to retain the Deposit, as set forth in Section 2.2(b), is not a penalty, but rather is liquidated damages in a non-commingled trust account reasonable amount that will compensate Sellers for their respective efforts and shall invest resources expended and the Deposit opportunities foregone while negotiating this Agreement and in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer reliance on this Agreement and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of on the Deposit. In the event expectation of the consummation of the purchase and sale of transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (e) If the Property as contemplated hereunderOpCo Closing occurs, the Deposit and the amounts in the Deposit Escrow Account 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 treated 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 2.9(h).

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 The LESSEE has paid to the Lessor, the sum of Rs. /- (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”Rupees only), in the form of a wire transfer payable which is equivalent to Chicago Title Insurance Company ( ) months lease rent, as Interest Free Refundable Security Deposit (hereinafter referred to as “Escrow HolderIFRSD”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration as security for due observance and performance of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in terms and conditions and obligations 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 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 DepositLESSEE herein. In Such IFRSD has been paid to the LESSOR on or before the execution hereof, the receipt of which, the LESSOR doth hereby admit and acknowledge. It has been agreed that the said IFRSD, on the expiry of or in the event of the consummation termination of the purchase and sale Lease prior to the expiry of the Property as contemplated hereunderLease Period and against handing over of possession by the LESSEE of the Demised Premises, the Deposit shall be refunded to the LESSEE in one lump-sum after deducting therefrom all amounts or other charges if any, outstanding to be paid by the LESSEE under clause 3 and / or clause 4 hereinabove simultaneously when the LESSEE vacates and deliver the vacant and peaceful possession of the Demised Premises to Existing Owner the LESSOR. The LESSEE on paying the IFRSD hereby reserved and credited against duly observing and performing the Purchase Price terms, conditions, covenants and stipulations on its part under this Lease Agreement, shall peacefully hold and enjoy the Closing DateDemised Premises throughout the term of the LEASE without any interruption, eviction, claim or demand by the LESSOR. In the event the sale LESSOR sells or transfers the Demised Premises during the terms of the Property is not consummated because Lease, the new purchaser(s), assignees (s) or transferee(s), prior to such sale or transfer shall be made aware of (a) a Seller default, (b) and bound by the termination terms and conditions contained in this Lease Agreement. The LESSOR shall also obtain acknowledgement 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) said IFRSD and any other reason other than a default amounts paid by Buyerthe LESSEE, then from such purchaser(s), assignee(s) or transferee(s) or attorneys and of their (new purchaser’s) liability to refund the Deposit shall be immediately same to the LESSEE as per the terms hereof 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 under Deed of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Lease.

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

Deposit. Within one (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 (1) business day following 2 Business Days after the mutual full execution and exchange delivery of this AgreementAgreement by Transferor and Transferee, Buyer Transferee shall deposit into deliver to Escrow (as defined below) Agent the amount of Three Million 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 Fifty Thousand and No/100 Dollars ($100,0003,750,000.00) (the “Additional Deposit”which sum, and together with the Initial Deposit any and all interest accrued and dividends earned thereon, shall hereinafter be referred to as the “Deposit”). Escrow Holder shall deposit Transferee may, at its election, deliver all or any portion of the Deposit in the form of either (i) cash (by Federal funds wire transfer to a non-commingled trust U.S. bank account specified by Escrow Agent), or (ii) an unconditional and shall invest irrevocable letter of credit, that is payable to Transferor (x) at sight in the Deposit in an insuredState of New York or (y) upon presentation via facsimile followed by overnight courier delivery of the original, interest bearing money market accountsand expires no earlier than the 60th day after the last possible date for Closing under Section 9.1, certificates of deposit, United States Treasury Bills and is issued from Regions Bank or such other instruments as directed by Buyer and another creditworthy bank or financial institution reasonably acceptable to Existing Owner and interest thereon Transferor. Transferor hereby approves the form of letter of credit attached hereto as Exhibit F. Escrow Agent shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, hold the Deposit shall be paid (including any proceeds from draws under any letter of credit) pursuant to Existing Owner and credited against the Purchase Price on provisions of Article XII. If the Closing Date. In the event the sale of the Property Conveyance is not consummated because of for any reason (a) other than a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure its terms arising out of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerTransferee or CBL OP of any provision hereof, the CBL Contribution Agreement or any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates), then the Deposit shall be immediately returned to Transferee. Notwithstanding anything to the contrary contained herein, at Closing, (i) any Deposit delivered in the form of cash shall be paid to Transferor, and automatically paid over Transferee shall receive a credit to Buyer without the need for Purchase Price in an amount equal to such cash Deposit, and (ii) any further action Deposit delivered in the form of a letter of credit shall be returned to Transferee upon the payment in full of the Purchase Price by either Party heretoTransferee to Transferor. The sole remedy for a failure by Buyer parties hereto shall promptly take any action required to make cause the Initial Deposit or to be delivered to any party entitled thereto pursuant to the Additional Deposit as and when required hereunder shall be for Seller to terminate 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 (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall pay a deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 30,000.00 (the “Initial Deposit”), in the form of a ) via wire transfer payable to Chicago Title Insurance Company the Xxxx X. Xxxxxx COLTAF Trust Account (“Escrow HolderAccount”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, ) no later than three (3) business days after the expiration signing of this Agreement as a deposit for the purchase of the Shares being sold by the Sellers. The Deposit will be held in the Escrow Account until Closing (as defined in Section 3.01 of this Agreement) or until ordered released as per other sections of this Agreement. It is understood that PSP is in compliance with all SEC filing requirements as of the date hereof. All filings with the Securities and Exchange Commission (“SEC”) are displayed on XXXXX (the “SEC Filings”) and that the SEC Filings reveal almost all information pertaining to PSP and that there have been no significant changes in PSP and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of 14 days from the signing of this Agreement for any reason or no reason (the “Due Diligence Period” (as hereinafter defined).”) After the Due Diligence Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds the Deposit will be 1 non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and outlined in Article II, 2.12 and Article III, 3.02 of this Agreement. In addition if, after signing this Agreement and prior to the Closing, in performing due-diligence, the Purchaser, discover something of significance that was not previously revealed in the amount SEC Filings or otherwise that changes the structure and intent of One Hundred Thousand this Agreement and No/100 Dollars ($100,000) (the “Additional Deposit”transaction, and together with that the Initial Deposit and all interest accrued thereonSellers cannot correct, the “Deposit”). Escrow Holder shall deposit the Deposit in Purchaser may cancel this Agreement and request a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part full refund of the Deposit. In The Purchaser will notify the event Sellers of the consummation subject of concern and their intention to cancel this Agreement and the request for the refund of the purchase Deposit, in writing, addressed to the individuals and sale addresses listed Article VI, 6.09 of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return The Sellers shall have ten business days after receiving the request for the refund of the Deposit” shall also Deposit to correct the discrepancy or the Deposit will be deemed refunded to include a return of the “Deposit” under Purchaser by the “Other Property Purchase Agreements” (Escrow Agent. The account wire transfer instructions for the Deposit herein and payment pursuant to Sections 1.04 and 3.02(b)(i) are as defined herein).follows: BANK:

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

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

Deposit. Within one (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 (1a) business day following On the mutual execution and exchange date hereof, Buyers shall pay to Sellers the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 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 Five Hundred Thousand and No/100 Dollars ($100,000500,000), representing a nonrefundable payment which will be retained by Sellers in all events; provided that this amount will be applied toward the Purchase Price in the event a Closing occurs. In addition, on the date hereof, Buyers shall either deposit an additional Five Million Five Hundred Thousand and No/Dollars ($5,500,000) in cash payable by wire transfer of good and immediately available U.S. funds (the “Additional Deposit”which, and at Buyers' option, may be replaced by a Letter of Credit as described in clause (c) below) or deliver a Letter of Credit as described in clause (c) below (such amount deposited, together with the Initial Deposit and all interest accrued thereon, or Letter of Credit is hereinafter referred to and held as the “"Deposit”). ") with or to the Escrow Holder Agent pursuant to the terms of this Agreement. (b) Escrow Agent shall deposit hold the Deposit in a non-commingled trust account and make delivery of the Deposit to the party entitled thereto under the terms of this Agreement. If the Deposit is made by Buyers other than by Letter of Credit, Escrow Agent shall invest the Deposit in an insured, interest interest-bearing bank account or money market accounts, certificates of deposit, United States Treasury Bills fund or such other instruments short-term, investment grade securities as directed by Sellers and Buyers shall jointly agree, in writing, with such agreement being provided to Escrow Agent in writing. The taxpayer identification number of one of the Buyers shall initially be utilized for purposes of establishing the interest-bearing escrow account for the Deposit and such Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of allocated such interest income for income tax purposes; provided, however, the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, interest earned on the Deposit shall ultimately be paid reported by the party entitled to Existing Owner receive the Deposit in accordance with the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, in the event that the Deposit is delivered in the form of (or replaced by) a Letter of Credit: (i) Escrow Agent shall draw on the Letter of Credit on the Business Day immediately preceding any date on which Escrow Agent is required to disburse all or any portion of the Deposit pursuant to the terms of this Agreement. (ii) The amount of any Letter of Credit shall equal $5,500,000 plus an amount equal to the interest that would accrue thereon for a three month period at 5% per annum and, if drawn, shall be held in escrow pending disbursement by Escrow Agent. (iii) Escrow Agent shall draw on the entire stated amount of the Letter of Credit on the third (3rd) Business Day prior to the expiration date thereof, unless on or before such date, Buyers deliver to Escrow Agent either (a) an extension of the Letter of Credit or (b) an amount of cash equal to the entire stated amount of the Letter of Credit. (iv) Buyers shall pay all costs and credited against expenses relating to the Letter of Credit. (d) On the Closing Date, monies held as the Deposit, together with the Non- Refundable Payments, together with deemed interest on the Non-Refundable Payments at the rate of 5% per annum from the date of the Agreement through the Closing Date, shall be applied to the cash portion of 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 payable pursuant 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 2.2(b).

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 (1a) business day following Purchaser, on or prior to the mutual execution and exchange of this Agreementdate hereof, Buyer shall has 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 Acquiom Clearinghouse LLC (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount equal to 5% of One Hundred Thousand and No/100 Dollars the Cash Payment portion of the Purchase Price ($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 separate segregated, non-commingled trust interest bearing escrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller or Purchaser and shall invest the Deposit in an insured, interest bearing money market accounts, certificates be applied against payment of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateDate or otherwise paid or disbursed as expressly provided in this Agreement. (b) If this Agreement has been terminated by Sellers pursuant to Section 8.1(d) and 8.1(f), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Yellow, and Yellow shall retain the Deposit (together with any and all investment interest thereon if any); provided that nothing in this paragraph shall be deemed to limit any other remedies to which Purchaser may be entitled under this Agreement or applicable Law. (c) If this Agreement has been terminated by any Party, other than as contemplated by Section 2.2(b), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Purchaser, and the Deposit, together with any and all investment interest thereon, if any, shall be returned to Purchaser within five (5) Business Days after such termination. (d) The Parties agree that Sellers’ right to retain the Deposit (together with any and all investment interest thereon if any), as set forth in Section 2.2(b), is not a 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 wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any), less the aggregate amount of any Disputed Amounts, to such account(s) as may be designated by Yellow. In the event there are any Disputed Amounts at the sale time of the Property is not consummated because Closing, the parties shall, within one (1) Business Day following the resolution of (a) a Seller default, (b) such Disputed Amounts by the termination of this Agreement by Buyer Independent Accountant in accordance with any right Section 2.7(c)(ii), deliver joint written instructions to so terminate provided herein, (c) the failure Escrow Agent directing the Escrow Agent to transfer by wire transfer of any immediately available funds the remaining amounts 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 any additional Deposit amounts to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer or Parties entitled thereto pursuant 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 written decision of the Deposit” shall also Independent Accountant as set forth in Section 2.7(c)(ii), to such account(s) as may be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)designated by such recipient Party or Parties.

Deposit. Within one Each Stockholder hereby agrees that he/she/it will forthwith assign to and deposit with the Voting Trustee the number of Shares, held in either certificate(s) or book entry, set forth beneath his/her/its signature hereto, together with proper assignment or assignments thereof, substantially in the form of Exhibit A attached hereto. Each Stockholder further agrees to immediately deposit with the Voting Trustee in a like manner any and all Shares acquired (1or the right to be acquired pursuant to an issued Warrant) business day following by him/her/it after the mutual execution and exchange date of this Agreement, Buyer shall deposit into Escrow (as defined below) . Pursuant to the amount terms of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) that certain Definitive Agreement (the “Initial DepositDefinitive Agreement”), dated August 26, 2016, as amended, attached hereto as Exhibit D, and Amendment No. 2 to the Definitive Agreement (the “Amendment No. 2”), dated February 24, 2017, attached hereto as Exhibit E, by and between the Company and WOD Holdings Inc., a Delaware corporation (“WODH”), the Company has agreed to issue to and deposit with the Voting Trustee a certain amount of Shares equal to a total of 199,000 shares of Series B Preferred Stock, and 19,801,000 shares of Common Stock, respectively, after the completion by the Company of a reverse split of 1:1000 of its Common Stock, as referenced in the execution of an assignment, in the form of Exhibit A attached hereto, to be held in the Voting Trust for the benefit of WODH (also referred to herein as a wire transfer payable to Chicago Title Insurance Company (“Escrow HolderStockholder”). Unless this Agreement shall have been terminated , pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration certain terms of the “Due Diligence Period” (Definitive Agreement, 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”amended, and together with the Initial Deposit Amendment No. 2, 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 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 Further, upon the execution of this Agreement, the Company hereby approves in advance, and Xx. Xxxxx X. Ricketts, and Xxxxxxx Xxxxx (each a Stockholder), jointly and severally hereby agree to each deposit with the Voting Trustee a total of 500,000 shares of Series B Preferred Stock (for a total of 1,000,000 shares), owned and held by each of them as Stockholders, as referenced in the execution of two (2) separate assignments, in the form of Exhibit A attached hereto, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be converted by the Company and Voting Trustee into a total of 5,000 shares of Series B Preferred Stock each (for total of 10,000 shares), and 495,000 shares of Common Stock each (for a total totaling 990,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance with the terms of this Agreement Agreement. In addition, upon the execution of this Agreement, the Company hereby approves, and Birch First Capital Investments LLC (f/k/a Birch First Capital Fund LLC), a Delaware limited liability company, and Xxxxx & Xxxxx & Associates, LLC, a Nevada limited lability company (each a Stockholder), hereby mutually agree to the assignment and transfer of the ownership interest into two (2) separate stock purchase warrants (each a “return of the DepositWarrant” shall also be deemed to include a return of and collectively the “Deposit” under Warrants”) for the “Other Property Purchase Agreements” right to purchase a total of 4,000,000 and 3,000,000 shares of Series B Preferred Stock, respectively, owned and held by each such Stockholder, respectively (totaling 7,000,000 shares), to the Voting Trustee, as defined hereinreferenced in the execution of two (2) separate assignments, in the form of Exhibit A attached hereto to, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 40,000 shares and 30,000 of Series B Preferred Stock each (for total of 70,000 shares), and 3,960,000 shares and 2,970,000 shares of Common Stock, respectively (for a total totaling 6,930,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance with the terms of this Agreement.

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

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

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

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

Deposit. 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 the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non- terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder 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. (a) Within one (1) business day following five 5 Business Days after the mutual execution and exchange date of this Agreement, the Buyer shall deposit into Escrow (pay to the Seller, as defined below) a deposit, cash in the aggregate amount of Seven Thousand One Hundred Forty Three and No/100 Dollars $14,300,000 ($7,143.00the “Deposit Amount”), which amount shall be paid by wire transfer of immediately available funds to the bank account of the Seller as set out in Schedule 2 (the “Seller’s Account”). (b) The Seller shall return the Deposit Amount to the Buyer by paying an amount equal to the Deposit Amount by wire transfer of immediately available funds to the Buyer’s bank account set out in Schedule 3 (or such other account designated by the Buyer by at least two Business Days’ written notice to the Seller) (the “Initial DepositBuyer’s Account”), in ) within two (2) Business Days after the form earliest of (x) the occurrence 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 defaultTermination Event, (by) the termination of this Agreement by the Buyer pursuant to Section 7.1(iv), and (z) the Seller’s failure to deliver the Put Option Notice within the Put Option Exercise Period in accordance with any right to so terminate provided herein, Section 3.4. (c) If the SPA Closing (including the ROFR Closing) or the Put Option Closing takes place, the Deposit Amount shall be applied to satisfy and discharge the Buyer’s obligation to pay such portion of the consideration payable by the Buyer at the SPA Closing (including the ROFR Closing) or the Put Option Closing as is equal to the lower of (i) the Deposit Amount and (ii) the consideration so payable. To the extent that the Deposit Amount exceeds the amount of the consideration so payable, the Seller shall on the earliest of (A) the SPA Closing (which may be the ROFR Closing), (B) the Put Option Closing (as the case may be) and (C) the failure for the Put Option Closing to occur on the Put Option Closing Date (due to a breach by the Seller of any of this Agreement) return the excess by payment to the Buyer’s Closing Conditions (as defined below) Account. Unless otherwise agreed to occur by the Parties in the SPA, the Buyer shall pay the remaining consideration under the SPA to the Seller’s designated bank account at the SPA Closing. The Parties agree that any portion of the Deposit Amount not applied or returned to the Buyer pursuant to this Section 2.1 shall belong to and be promptly returned to the Buyer. (d) any other reason other than a default by Buyer, then The Seller shall only invest the Deposit Amount in money market. Any and all references to the Deposit Amount in Section 2.1(b), Section 2.1(c) and Section 3.5 shall be immediately and automatically paid over references to Buyer without the need for Deposit Amount plus any further action earnings accrued thereon from the date of payment of the Deposit Amount by either Party hereto. The sole remedy for a failure by the Buyer to make the Initial Seller’s Bank Account under Section 2.1(a) (the “Deposit or Payment Date”) until the Additional Deposit as and when required hereunder shall be for date of payment in full by the Seller to terminate this Agreement. All references in the Buyer pursuant to this Agreement to a “return or application towards payment of the Deposit” shall also be deemed applicable consideration at the SPA Closing (including the ROFR Closing) or Put Option Closing pursuant to include a return of the “Deposit” under the “Other Property Purchase Agreements” Section 2.1(c) (as defined hereinboth dates exclusive).

Deposit. Within one (1) business day following As part of the mutual execution and exchange Opening 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 Buyer shall deliver to Chicago Madison Title Insurance Company Agency, LLC (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to , which has an address of 0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, Attn: Xxxxxxx Xxxxx, the provisions hereof prior thereto, no later than three sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS (3$250,000.00) business days after the expiration of the (“Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other Initial Deposit”) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the as a good faith deposit. The Initial Deposit and all interest accrued thereonearned on any of the foregoing, shall be collectively referred to in this Agreement as the “Deposit”). At Buyer’s discretion, Escrow Holder shall deposit place the Deposit in a nonone or more government insured interest-commingled trust account bearing accounts satisfactory to Seller and Buyer (which shall have no penalty for early withdrawal), and shall invest not commingle the Deposit with any funds of Escrow Holder or any other person or entity. If Closing occurs in an insuredaccordance with this Agreement, interest bearing money market accounts, certificates the Deposit shall be applied against the Purchase Price. The Deposit shall be returned to Buyer if (y) Buyer elects to terminate this Agreement in accordance with Section 6.5 or Section 12 below or (z) Escrow fails to close due to (i) Seller’s breach of deposit, United States Treasury Bills this Agreement or such (ii) the failure of a condition to close under Section 4.2 (other than a failure of Buyer to deliver funds or instruments as directed under Section 4.2.2 or a breach by Buyer and reasonably acceptable under Section 4.2.4 or the occurrence of an event under Section 4.2.6 with respect to Existing Owner and interest thereon Buyer); otherwise, the Deposit shall be credited deemed earned by and released to Buyer’s account and deemed Seller pursuant to be part of Section 3.3 below if the DepositAgreement terminates for any other reason. 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 either Seller or Buyer for any reason other than pursuant to Section 6.5, Escrow Holder is authorized to deliver the Deposit to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5th) Business Day following receipt by Escrow Holder and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Holder, in good faith, that it disputes the right of the other party to receive the Deposit. In such event, Escrow Holder may either disburse the Deposit in accordance with any right to so terminate provided hereina jointly executed instruction letter from Seller and Buyer or, if no such instruction letter is received within ten (c10) Business Days after the failure Escrow Holder’s receipt of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyerthe original letter identifying the dispute, then interplead 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).into a

Deposit. Within one The Buyer must deposit an amount (1) business day following the mutual execution and exchange of this Agreement“Deposit Amount”), Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) prior to today’s certification, totalling EUR 1,000,000.00 (the “Initial DepositDown Payment”), ) in the form escrow account of a wire transfer payable to Chicago Title Insurance Company the certifying Notary, IBAN: XX00 0000 0000 0000 0000 00, BIC: HELADEFlDAS at the Stadt- und Xxxxx-Sparkasse (“Escrow HolderAccount”). Unless this Agreement shall have been terminated pursuant For paying in and paying out the deposit amount, the Parties jointly and irrevocably instruct the Notary: (a) The Deposit Amount secures the payment of the individual purchase prices proportionately to the provisions hereof prior thereto, no later than three (3) business days after the expiration ratio of the “Due Diligence Period” purchase prices for the Individual Objects of Purchase in accordance with Clause 3.1 to the Total Purchase Price for all the Individual Objects of Purchase. (b) The respective deposit amount is to be paid by the Notary directly to the cancelling mortgage lenders on the Payment Date for the respective individual purchase price in accordance with Clause 5.3 as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in a portion of the cancellation amount according to Clause 5.4; the Parties hereby irrevocably instruct the Notary to complete this payout accordingly. The payout 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 Amount on the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and Payment Date is initially deemed to be part payment of the Deposit. In respective individual purchase price; in the event of forfeiture due to a contractual penalty in accordance with Clause 14.3, the consummation down payment for the purchase price is deemed to be the settlement of the purchase and sale contractual penalty. Should this Agreement otherwise address the settlement of the Property as contemplated hereunderindividual purchase prices, then the Deposit shall individual purchase prices in each case are meant less the down payment attributable to them in accordance with the preceding letter (a). (c) The respective deposit amount is to be paid returned to Existing Owner and credited against the Purchase Price on Buyer if the Closing Date. In requirements for the event the sale cancellation of the Property is not consummated because notice of (a) a Seller default, conveyance in accordance with Section 15.4 are present without the case of the aforesaid letter (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 being present. (d) any In all other reason other than cases, the Notary may pay out the deposit amount only upon joint instruction by both Parties. (e) The certifying Notary is instructed to invest the deposit amount in a default by Buyer, then the Deposit way that makes it available on demand. The Buyer shall be immediately and automatically paid over entitled to Buyer without the need interest accruing on the deposit amount up to the occurrence of the conditions for any further action by either Party heretopayment. The sole remedy for a failure by Buyer to make Seller shall assume 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 costs of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)escrow account.

Deposit. Within On or before two (2) business days following the following the Effective Date, Buyer has paid to Seller the amount of Fifty Thousand Dollars ($50,000) (together with any interest accrued thereon, the “First Deposit”) which shall be nonrefundable notwithstanding any termination of this Agreement. On or before one (1) business day following the mutual execution and exchange expiration of this Agreement, Buyer shall deposit into Escrow the Contingency Period (as defined below) the amount of Seven ), Buyer shall cause an additional Four Million, Four Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.004,450,000) in immediately available funds (together with any interest accrued thereon, the “Initial Second Deposit”), ) in the form of a wire transfer payable immediately available funds to Chicago be delivered into Escrow with First American Title Insurance Company Company, 1000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx Xxxxxxxxxx 00000, Attn: Dxxx Xxxxx (“Escrow Holder”). Unless this Agreement The First Deposit and the Second Deposit shall have been terminated pursuant be collectively referred to herein as the “Deposit”. The Second Deposit shall be invested by Escrow Holder with a financial institution acceptable to Buyer and Seller in a federally-insured interest-bearing demand account (with any risk of loss for the account of Buyer), and the Second Deposit, and all interest accrued on the Second Deposit, shall be credited to the provisions hereof prior thereto, no later than three (3) business days after Purchase Price upon the Close of Escrow. Following the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defined), unless this Agreement has been previously terminated or deemed terminated by Buyer shall deposit with Escrow Holder additional cash or other immediately available funds pursuant to its rights set forth 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 thereonthis Agreement, the “Deposit”). Escrow Holder shall deposit Second Deposit shall, except as otherwise provided in this Agreement to the Deposit in a contrary, become 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 Depositrefundable. 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 the Purchase Price on the Closing Dateat Close of Escrow. In the event the sale The failure of Buyer to timely deliver any of the Property is not consummated because of (a) Deposits shall be a Seller material default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided hereinand shall entitle Seller, (c) the failure of any of Buyerat Seller’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyersole option, 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 immediately by giving written notice of such termination to a “return of Buyer and the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Escrow Holder.

Deposit. Within Two Hundred Fifty Thousand Dollars and 00/100 Dollars ($250,000.00) (the “Deposit”) shall be paid by Purchaser to Land America (the “Title Company”) as escrow holder by wire transfer of immediately available federal funds directly to the account designated by Title Company, within one (1) business day Business Day following the mutual execution date on which this Agreement is executed by both parties (the “Effective Date”). Failure by Purchaser timely to pay the Deposit shall render this Agreement null and exchange void. The balance of the Purchase Price, as adjusted for prorations and apportionments as herein provided, shall be paid to Seller at Closing by wire transfer of immediately available federal funds (such funds, the “Closing Funds”). The Closing shall take place through escrow with the Title Company (with Purchaser transferring the Closing Funds to the Title Company and the Title Company disbursing such funds to an account designated by Seller in accordance with the terms hereof). The Deposit, together with the accrued interest, shall be credited to Purchaser’s payment of the Purchase Price at the Closing. The Deposit shall be held by the Title Company in accordance with the following terms and conditions: (a) The Deposit shall be invested by the Title Company in an interest-bearing account at a bank or other financial institution reasonably satisfactory to each of Seller and Purchaser. (b) Except as otherwise specifically directed in this Agreement, the Title Company shall deliver the Deposit to Seller or Purchaser promptly after receiving a joint notice from Seller and Purchaser directing the disbursement of the same, such disbursement to be made in accordance with such direction. If the Title Company receives notice from only Purchaser or only Seller that the party giving such notice is entitled to the Deposit, which notice shall describe with reasonable specificity the reasons for such entitlement, then the Title Company shall (i) promptly give notice to the other party of the Title Company’s receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the seventh (7th) day after the giving of the notice referred to in clause (i) above, deliver the Deposit to the party claiming the right to receive it. Notwithstanding any other provision of this Section 2.2, after receiving a notice solely from Purchaser prior to the expiration of the Review Period (as defined in Section 20 of this Agreement) that Purchaser is entitled to the Deposit, the Title Company shall promptly disburse the Deposit to Purchaser. (c) In the event that the Title Company shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Purchaser or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of the Title Company, are in conflict with any of the provisions of this Agreement, Buyer the Title Company shall deposit into Escrow be entitled to take any one or more of the following courses of action: (i) Hold the Deposit as defined below) provided in this Agreement and decline to take any further action until the amount Title Company receives a joint written direction from Purchaser and Seller or any order of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (a court of competent jurisdiction directing the “Initial disbursement of the Deposit”), in which case 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 then disburse the Deposit in accordance with such direction; (ii) In the event of litigation between Purchaser and Seller, deliver the Deposit to the clerk of any court in which such litigation is pending; or (iii) Deliver the Deposit to a non-commingled trust account court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to the Title Company to be borne by whichever of Purchaser or Seller does not prevail in the litigation. (d) The Title Company shall not be liable for any action taken or omitted in good faith and without negligence and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and it may rely, and shall invest the Deposit be protected in acting or refraining from acting in good faith reliance upon an insuredopinion of counsel and upon any directions, interest bearing money market accountsinstructions, certificates of depositnotice, United States Treasury Bills certificate, instrument, request, paper or such other instruments as directed documents believed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed it to be part genuine and to have been made, sent, signed or presented by the proper party or parties. In no event shall the Title Company’s liability hereunder exceed the aggregate amount of the Deposit. The Title Company shall be under no obligation to take any legal action in connection with the Deposit or this Agreement or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, the Title Company shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Agreement, Purchaser and Seller jointly indemnify and agree to hold harmless the Title Company against any loss, liability or expense incurred without bad faith and without negligence on its part and arising under the terms of this Agreement, including the cost and expense of defending itself against any claim of liability. (e) The Title Company shall not be bound by any modification to this Section 2.2 unless the same is in writing and signed by Purchaser, Seller and the Title Company. From time to time on or after the date hereof, Purchaser and Seller shall deliver or cause to be delivered to the Title Company such further documents and instruments required hereunder, or cause to be done such further acts as the Title Company may reasonably request (it being understood that the Title Company shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance with this Agreement or to assure itself that it is protected in acting hereunder. (f) The Title Company shall serve hereunder without fee for its services as escrow agent, but shall be entitled to reimbursement for expenses incurred hereunder, which expenses shall be paid and borne equally by Purchaser and Seller, unless such expenses are associated with litigation between Purchaser and Seller, in which event they shall be borne by the party that does not prevail in the litigation. The Title Company agrees that it will not seek reimbursement for the services of its employees or partners, but only for its actual and reasonably incurred out-of-pocket expenses not to exceed $1,000.00. (g) The Title Company shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by the Title Company relating to this Agreement. The Title Company may rely upon any oral identification of a party notifying the Title Company orally as to matters relating to this Agreement if such oral notification is permitted thereunder. The Title Company is not responsible for the nature, content, validity or enforceability of any of the escrow documents except for those documents prepared by the Title Company. (h) The Title Company may, at its sole discretion, resign by giving thirty (30) days’ prior written notice thereof to the parties hereto. In the event of such resignation, the consummation parties shall furnish to the Title Company written instructions for the release of the purchase escrow funds and sale escrow documents. If the Title Company shall not have received such written instructions within the thirty (30) days, the Title Company may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the escrow funds and escrow documents to such successor. Costs and fees incurred by the Title Company may (at the option of the Property as contemplated hereunderTitle Company), be deducted from any funds held pursuant hereto. (i) The Title Company executes this Agreement solely for the Deposit shall purpose of consent to, and agreeing to be paid to Existing Owner and credited against bound 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 provisions of this Agreement by Buyer in accordance with any right Section 2.2, and to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) extent applicable to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Title Company.

Deposit. (a) Within one two (12) business day following days after this Agreement is executed by Purchaser and Seller, Purchaser shall deposit into escrow at the mutual Title Company via wire transfer the sum of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Deposit”) and the parties shall execute and cause the Title Company to record a short form memorandum of this Agreement in the public records in the County of Alameda, as described in Section 33 hereof. At such time as Seller delivers evidence reasonably satisfactory to Purchaser that Seller has conveyed the Land and assigned this Agreement to a single purpose entity wholly owned by Seller and with an independent director, Purchaser shall deposit into escrow at the Title Company via wire transfer sufficient funds to increase the Deposit to Three Million Four Hundred Sixty-Eight Thousand Nine Hundred Seventy-Nine Dollars ($3,468,979). In consideration for Seller’s execution and exchange of this Agreement, Buyer the Deposit shall deposit be non-refundable as of the date deposited into Escrow by Purchaser, except as otherwise provided herein, and the Deposit and all interest earned thereon shall be credited against the Purchase Price upon the Closing. If Purchaser terminates this Agreement for any reason other than a material default by Seller or pursuant to Sections 5(a), 6(b), 8(a), 8(d) or 10, below, or if Purchaser otherwise materially breaches this Agreement, prior to the commencement of construction of the Improvements, then after expiration of applicable notice and cure periods, Seller may retain the Deposit and if Purchaser has not already done so, terminate this Agreement. If Purchaser terminates this Agreement for any reason other than a material default by Seller or if Purchaser otherwise materially breaches this Agreement, after the commencement of construction of the Improvements but prior to Substantial Completion of the Improvements, Seller may retain the Deposit and Purchaser shall reimburse Seller for all other costs in excess of the Deposit incurred by Seller as of the date of termination. Additionally, Seller may elect, at its sole discretion, upon delivery of thirty (30) days notice to Purchaser, to cause completion of the construction of the Improvements and recover from Purchaser an amount equal to Seller’s Total Development Costs (as defined below) less the amount sum of Seven Thousand One Hundred Forty Three (i) the Deposit and No/100 Dollars any additional costs reimbursed by Purchaser and ($7,143.00ii) (the “Initial Deposit”)reasonable net sale or lease proceeds, if any, received by Seller upon a sale or lease of the Property to a third party in a good faith arms’ length transaction. If Seller elects to complete construction of the Improvements, Seller will use good faith efforts to mitigate the Total Development Costs by using reasonable good faith efforts to market the Property for sale or lease to a third party upon completion of construction in a market rate transaction. Such reasonable good faith efforts may include making changes to the Improvements, in Seller’s reasonable discretion, to make the form of a wire transfer payable Property more marketable 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 potential purchasers 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 Depositlessees. In the event of the consummation of the purchase and sale of Seller sells the Property as contemplated hereunder, to a third party purchaser for an amount greater than the Total Development Costs less 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).and

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

Deposit. Within one 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 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. (a) Within one two (12) business day following Business Days of the mutual execution and exchange date hereof, time being of this Agreementthe essence, Buyer shall deposit into deliver to the Escrow (as defined below) Agent the amount sum of Seven Thousand One Hundred Forty Three Five Million and No/100 Dollars ($7,143.005,000,000) in cash (the “Initial "Deposit”"), in it being understood that Buyer shall wire the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant Deposit to the Escrow Agent in accordance with the wire instructions set forth in Schedule G. (b) The provisions hereof prior thereto, no later than three of this Article XIII shall survive termination of this Agreement. (3c) business days after the expiration Upon receipt by Escrow Agent of the “Due Diligence Period” (as hereinafter defined)Deposit, Buyer Escrow Agent shall deposit with Escrow Holder additional cash cause the same to be deposited into an interest bearing account at a clearing house bank or other immediately available funds in institution selected by Escrow Agent and reasonably approved by Sellers and Buyer, it being agreed that Escrow Agent shall not be liable for (x) any loss of such investment (unless due to Escrow Agent's gross negligence, willful misconduct or breach of this Agreement) or (y) any failure to attain a favorable rate of return on such investment. Escrow Agent shall deliver the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and the interest accrued thereon, to Sellers or to Buyer, as the case may be, under the following conditions: (i) The Deposit (together with the Initial Deposit and all interest accrued thereon, ) shall be delivered to Sellers at the “Deposit”). Closing upon receipt by Escrow Holder shall deposit Agent of a statement executed by Sellers and Buyer authorizing the Deposit and the interest accrued thereon to be released, in a non-commingled trust account and shall invest which case the Deposit shall be credited against the Purchase Price; (ii) The Deposit (together with all interest accrued thereon) shall be delivered to Sellers following receipt by Escrow Agent of written demand therefor from Sellers stating that (A) Buyer has defaulted in an insuredthe performance of its obligations pursuant to Section 12.04(b) and (B) Sellers have not defaulted in the performance of their obligations and failed to cure such default prior to the expiration of any applicable notice and/or cure period(s), provided Buyer shall not have given written notice of objection in accordance with the provisions set forth below (it being understood that Sellers shall have the right to terminate this Agreement and, as its sole and exclusive remedy, subject to its specific performance remedies provided in Section 14.09, to receive the Deposit as liquidated damages to receive the Deposit as liquidated damages); (iii) The Deposit (together with all interest bearing money market accountsaccrued thereon) shall be delivered to Buyer following receipt by Escrow Agent of written demand therefor from Buyer stating that this Agreement was terminated under circumstances entitling Buyer to the return of the Deposit, certificates and specifying the Section of depositthis Agreement which entitles Buyer to the return of the Deposit, United States Treasury Bills in each case provided Sellers shall not have given written notice of objection in accordance with the provisions set forth below; or (iv) The Deposit (together with all interest accrued thereon) shall be delivered to Buyer or such other instruments Sellers as directed by Buyer joint written instructions of Sellers and reasonably acceptable Buyer. (d) Upon the delivery of a written demand for the Deposit by Sellers or Buyer, pursuant to Existing Owner and interest thereon Section 13.01(c)(ii) or (iii) above, Escrow Agent shall be credited promptly give notice thereof (including a copy of such demand) to Buyer’s account and deemed the other Party. The other Party shall have the right to be part object to the delivery of the Deposit, by giving written notice of such objection to Escrow Agent at any time within five (5) Business Days after such Party's receipt of notice from Escrow Agent, but not thereafter. Such notice shall set forth the basis (in reasonable detail) for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the Party who filed the written demand. If Escrow Agent shall have timely received such notice of objection, Escrow Agent shall continue to hold the Deposit, and the interest accrued thereon, until (i) Escrow Agent receives written notice from Sellers and Buyer directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit, and the interest accrued thereon, in accordance with said direction, or (ii) litigation is commenced between Sellers and Buyer, in which case Escrow Agent shall deposit the Deposit, and the interest accrued thereon, with the clerk of the court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may elect, at Escrow Agent's option, in order to terminate Escrow Agent's duties hereunder, including but not limited to depositing the Deposit (together with all interest accrued thereon) in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Sellers or Buyer is the losing Party in such interpleader action. (e) Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Sellers or Buyer, as the case may be, and shall not be liable in connection with the performance of any duties imposed upon Escrow Agent by the provisions of this Agreement, except for Escrow Agent's own gross negligence or willful misconduct. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Sellers and Buyer, and, if Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. Escrow Agent shall be reimbursed by Sellers and Buyer for any expenses (including reasonable legal fees and disbursements of outside counsel), including all of Escrow Agent's fees and expenses with respect to any interpleader action incurred in connection with this Agreement; provided, however, that, as between Buyer and Sellers, the prevailing Party in any dispute over the Deposit shall be entitled to reimbursement by the losing Party of any such expenses paid to Escrow Agent. In the event that Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Buyer or Sellers that, in Escrow Agent's opinion, are in conflict with any of the consummation provisions hereof, Escrow Agent shall be entitled to hold and apply the Deposit (together with all interest accrued thereon) and may decline to take any other action. After delivery of the purchase Deposit, and sale the interest accrued thereon, in accordance herewith, Escrow Agent shall have no further liability or obligation of any kind whatsoever. (f) Escrow Agent shall have the right at any time to resign upon ten (10) Business Days prior notice to Sellers and Buyer. Sellers and Buyer shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the Property name and address of such successor Escrow Agent within ten (10) Business Days after receipt of notice of Escrow Agent of its intent to resign. If Escrow Agent has not received notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Sellers and Buyer a bank or trust company licensed to do business in the State of Florida and having a branch located in Florida to act as contemplated successor Escrow Agent hereunder. At any time after the ten (10) Business Day period, Escrow Agent shall have the right to deliver the Deposit, and the interest accrued thereon, to any successor Escrow Agent selected hereunder, provided such successor Escrow Agent shall execute and deliver to Sellers and Buyer an assumption agreement whereby it assumes all of Escrow Agent's obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Agent for all purposes hereunder and shall have all of the rights and obligations of the Escrow Agent hereunder, and the resigning Escrow Agent shall have no further responsibilities or obligations hereunder. (g) The interest earned on the Deposit shall be paid to Existing Owner and credited the Party entitled to receive the Deposit as provided in this Agreement. The Party receiving such interest shall pay any income Taxes thereon, unless Sellers receive such interest as a credit against the Purchase Price on Price, in which event Buyer shall pay such income Taxes. Promptly after the Closing Effective Date, Sellers and Buyer shall each provide Escrow Agent with a duly executed IRS Form W-9. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination The provisions of this Agreement Section 13.01(g) shall survive the Closing. (h) All monies payable by Buyer under this Agreement, unless otherwise specified in accordance with any right to so terminate provided hereinthis Agreement, (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 causing such monies to make be wire transferred in immediately available federal funds at such bank account or accounts designated by Sellers, and divided into such amounts designated by Sellers as may be required to consummate the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate transactions contemplated by 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 days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Two Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American 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), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Five Hundred Fifty Thousand and No/100 Dollars ($100,000550,000) (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 Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. 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, 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 Buyeroccur, 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 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 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 Five Hundred Twenty Five Thousand and no/100 Dollars ($525,000.00) 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. (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 On or before August 30, 2013, the Purchasers shall deposit $20,000.00 (1the “Deposit”) by wire transfer into the Escrow Account (the “Funding Date”). The Deposit shall become non-refundable at the close of business on the 10th business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Funding Date (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”). The Deposit will be held in the Escrow Holder shall deposit Account until 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 closing of the purchase and sale of the Property Shares (the “Closing”) or until ordered released as contemplated hereunderper other sections of this Agreement or pursuant to the terms of the Escrow Agreement. The Deposit shall be fully refundable to the Purchasers for any reason during the Due Diligence Period. After the Due Diligence Period, the Deposit shall will be paid non-refundable to Existing Owner and credited against the Purchase Price on Purchasers unless the Closing Date. In Sellers fail to fulfill all things to be completed pursuant to 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 and outlined in accordance with any right Sections 2.12 and 3.02. In addition if, after signing this Agreement and prior to so terminate provided the Closing, the Purchasers discover a fact that was not previously revealed that materially changes the structure and intent of this Agreement and the transactions contemplated herein, (c) the failure Purchasers will notify the Sellers 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 fact 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 their intention to terminate this Agreement. All references in this Agreement to and may request a “return refund of the Deposit” , in writing, addressed to the Escrow Agent and the Sellers. The Sellers shall also be deemed to include a return have 10 business days after receiving the request for the refund of the “Deposit” Deposit to correct the issue or the Escrow Agent will refund the Deposit to the Purchasers. The account wire instructions for all payments to be made under this Agreement are as follows: First Bank of Colorado Exxxxxxxx, Xxxxxxxx 00000 800-000-0000 ABA Routing # 100000000 FOR THE ACCOUNT OF: Jxxx X. Xxxxxx COLTAF Trust Account 7000 Xxxxx Xxxxxxxx Xxx Xxxxxxxxxx, Xxxxxxxx 00000 Account # 419 120 3848 As soon as reasonably practicable after receipt of the “Other Property Purchase Agreements” (Deposit by the Escrow Agent, the Sellers will forward by overnight delivery, or by email, for review by the Purchasers, any and all documents of SMSA Crane which the Purchasers might reasonably request. The Purchasers will provide the Sellers with the information as defined herein)requested by the Sellers concerning the Purchasers, including information on its director(s) elect.

Deposit. Within one two (12) business day following Business Days after the mutual execution and exchange opening of this Agreement, Escrow Buyer shall deposit into deliver to Escrow (as defined below) Holder by bank wire transfer of immediately available funds, the amount sum of Seven Five Hundred Thousand One Hundred Forty Three Dollars and No/100 Dollars 00/100 ($7,143.00500,000) (the “Initial Deposit”), and the Initial Deposit shall be deposited by Escrow Holder in accordance with Section 4.1 below. Subject to Section 3.2.4, the form Initial Deposit (less the Independent Consideration (defined below in Section 2.2.3)) shall be promptly returned to Buyer if Buyer has delivered a Termination Notice (defined below in Section 3.2.3) or failed to deliver the Approval Notice (defined below in Section 3.2.3) prior to the end of the Feasibility Period in accordance with Section 3.2.3. Buyer’s failure to deliver the Approval Notice or the delivery of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant Termination Notice prior to the provisions hereof end of the Feasibility Period shall be deemed Buyer’s election to terminate the Agreement. If Buyer delivers the Approval Notice prior theretoto the end of the Feasibility Period in accordance with Section 3.2.3, no later than three then within one (31) business days Business Day after the expiration of day the “Due Diligence Period” (as hereinafter defined)Feasibility Period expires, Buyer shall deposit with deliver to Escrow Holder additional cash or other by bank wire transfer of immediately available funds in funds, the amount sum of One Million Five Hundred Thousand Dollars and No/100 Dollars 00/100 ($100,0001,500,000) (the “Additional Deposit”), and together with the Initial Additional Deposit and all interest accrued thereon, the “Deposit”). shall be deposited by Escrow Holder shall deposit in accordance with Section 2.3 below. After expiration of the Feasibility Period and delivery of the Additional 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 Holder, the Deposit shall be paid to Existing Owner remain in Escrow and in accordance with the terms and conditions of this Agreement, shall either be: (i) applied and credited against toward payment of the Purchase Price on at Closing, (ii) disbursed by Escrow Holder to Seller as liquidated damages pursuant to Section 10.1 below, if the Closing Date. In fails to occur under 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 to so terminate provided herein, (c) the failure as a result of any of a Buyer’s Closing Conditions Default (as defined below) to occur after expiration of the Feasibility Period, or (diii) any other reason other than refunded to Buyer if this Agreement is terminated (x) due to 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 under this Agreement or (y) pursuant 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 4.5, Section 4.6.3(c) or Section 7 below.

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 the mutual execution and exchange of this Agreement, Buyer Purchaser shall deposit into with Escrow Agent no later than the following events the following amounts: (as defined belowi) on the amount of Seven Thousand One Hundred Forty Three and No/100 third (3rd) Business Day after the Effective Date, Nine Million Dollars ($7,143.00) (the “Initial Deposit”9,000,000.00), in (ii) on the form third (3rd) Business Day after the date 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 Study Period” (as hereinafter defined), Buyer shall deposit if Purchaser fails to terminate this Agreement in accordance with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Section 5.2, Nine Million Dollars ($100,0009,000,000) (individually or collectively, as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncase may be at any time, the “Deposit”), such that the total Deposit at such time shall be Eighteen Million Dollars ($18,000,000). Five Million Dollars ($5,000,000) of the Deposit shall be the “Non-Refundable Deposit”, which shall be payable to Seller pursuant to this Agreement. The Deposit shall be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement (the “Escrow Agreement”) in the form attached hereto as Schedule 3.1. Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States savings account or short-term U.S. Treasury Bills or such other instruments similar cash-equivalent securities, as directed by Buyer Purchaser and reasonably acceptable to Existing Owner Seller. Any and all interest thereon earned on the Deposit shall be credited reported to BuyerPurchaser’s account federal tax identification number and deemed to be shall become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1, then this Agreement shall, at Seller’s election, terminate (other than the Surviving Obligations), and any Deposit then held by Escrow Agent shall be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to the Escrow Agent a letter of credit, which shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. In Purchaser shall remain fully liable for the event the sale amount of the Property Deposit, without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not consummated because of (a) a payable to or drawable by Seller default, (b) the termination of this Agreement by Buyer 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 (1) business day following after the mutual Effective Date, Purchaser shall deliver to Escrow Agent (i) a wire transfer or check in the sum of Fifty Dollars ($50.00) payable to the order of Seller representing the independent consideration for Seller’s execution and exchange of this AgreementAgreement and agreement to provide Purchaser with the Study Period (which check or the proceeds of which wire transfer shall thereafter be delivered by Escrow Agent to Seller), Buyer shall deposit into Escrow (as defined belowii) a wire transfer or check in the amount of Seven Thousand One Hundred Forty Three the Initial Deposit, the proceeds of which wire transfer or check Escrow Agent shall deposit and No/100 Dollars invest in an interest bearing account at a financial institution acceptable to Purchaser or as otherwise agreed to in writing by Seller and Purchaser and ($7,143.00iii) an xxxxxxx money promissory note in the original principal amount of the Additional Deposit, in form and substance satisfactory to Seller (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow HolderXxxxxxx Money Note”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after On or before the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder additional cash Agent by wire transfer the Additional Deposit and the Xxxxxxx Money Note shall be returned to Purchaser. If Purchaser does not deliver the Additional Deposit to Escrow Agent on or other immediately available funds in before the amount expiration of One Hundred Thousand the Study Period, this Agreement shall terminate and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Xxxxxxx Money Note shall be delivered to Seller. The Initial Deposit, the obligations evidenced by the Xxxxxxx Money Note and the Additional Deposit (when same are deposited by Purchaser with Escrow Agent) are collectively and individually referred to herein as the “Deposit”. Notwithstanding anything in this Agreement to the contrary, the Deposit shall be non-refundable to Purchaser for any reason other than pursuant to Sections 5.2(d), 8.1, 8.2 and 9.1 of this Agreement. Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account hold and shall invest the Deposit in an insuredpursuant to the terms, conditions and provisions of this Agreement. All accrued 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 on the Deposit shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid to Existing Owner and credited 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 (1a) business day following At the mutual execution Closing, the Escrow Agent shall promptly deliver the Xxxxxxx Money thereon to Seller and exchange Purchaser shall receive the credit thereof against Purchase Price. (b) If the Escrow Agent receives a written statement executed by Purchaser that title to the Property has not closed under this Contract because of the inability of Seller to close under this Contract, or because of a default by Seller causing a failure to close under this Contract, or because of Purchaser's termination of this Agreement, Buyer shall deposit into Escrow (Contract as defined below) the amount of Seven Thousand One Hundred Forty Three permitted by 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 accordance with the provisions hereof prior theretoherein contained, no later than Escrow Agent, within three (3) business days after the expiration receipt of the “Due Diligence Period” (as hereinafter defined)such written statement, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount deliver a copy of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”said statement to Seller, and together with shall return the Initial Deposit Xxxxxxx Money, and all interest accrued earned thereon, to Purchaser on the “Deposit”tenth (10th) business day after receipt thereof by Escrow Agent, unless, prior to such return, Escrow Agent receives from Seller a written statement contesting the accuracy of Purchaser's statement and demanding retention of the Xxxxxxx Money, and all interest earned thereon, by Escrow Agent. (c) If the Escrow Agent receives a written statement executed by Seller that title to the Property has not closed under this Contract because of the inability of Purchaser to close under this Contract, or because of a default by Purchaser causing a failure to close under this Contract or because of Seller's termination of this Contract as permitted by and in accordance with the provisions herein contained, Escrow Agent, within three (3) business days after receipt of such written statement, shall deliver a copy of said statement to Purchaser and shall forward the Xxxxxxx Money, and all interest earned thereon, to Seller on the tenth (10th) business day after receipt thereof by Escrow Agent, unless, prior to such return, Escrow Agent receives from Purchaser a written statement contesting the accuracy of Seller's statement and demanding retention of the Xxxxxxx Money, and all interest earned thereon, by Escrow Agent. (d) Upon receipt by Escrow Agent of a written statement of contest from Seller under subsection (b) above, or from Purchaser under subsection (c) above, Escrow Agent shall retain the Xxxxxxx Money, and all interest earned thereon, and thereafter deliver the same (less costs) to either Seller or Purchaser (or otherwise). Escrow Holder shall deposit , as Seller and Purchaser direct by a written statement jointly executed by them or pursuant to the Deposit directions contained in a non-commingled trust account final Court Order from a Court having jurisdiction and shall invest venue over the Deposit in parties and the dispute; provided, however, that Escrow Agent, at any time before receiving any such jointly executed statement or Court Order, and on notice to xxxxx and Purchaser, may surrender the Xxxxxxx Money, and all interest earned thereon, to a court of competent jurisdiction by means of an insuredinterpleader action or otherwise, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or for such other instruments disposition as may be directed by Buyer and reasonably acceptable such court. (e) Escrow Agent shall not be liable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In either Seller or Purchaser in connection with its performance as escrow agent hereunder, except in the event of the consummation its gross negligence and/or willful disregard of the purchase escrow provisions set forth in this Contract. Escrow Agent may rely and/or act upon any instrument or document reasonably believed by it to be genuine and sale to be executed and/or delivered by the proper person. Seller and Purchaser hereby agree to indemnify, defend and hold Escrow Agent harmless from and against any cost, loss or expense (including reasonable attorneys' fees and disbursements) suffered or incurred by Escrow Agent as a result of it being named in or as a result of it commencing and prosecuting any litigation or proceeding required or permitted including all interest earned thereon, and any and all of its obligations arising therefrom. (f) Notwithstanding anything contained herein to the Property as contemplated hereunder, contrary,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 Xxxxxxx Money shall be immediately and automatically paid over refunded to Buyer without the need for any further action by either Party hereto. The sole remedy for Purchaser upon Title Company's receipt 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 copy of a notice from Purchasers terminating this Agreement to a “return on or before the last day of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Inspection Period.

Deposit. Within one (1a) business day following Contemporaneous with, and as a condition to, the mutual execution and exchange delivery of this Agreement, Buyer the Purchasers shall deposit into Escrow (as defined below) pay 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 Deposit to the provisions hereof prior theretoEscrow Agent. (b) The Deposit, 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 interest earned thereon while held by the Escrow Agent prior to the Closing (the "Deposit and all interest accrued thereonInterest"), 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 applied in accordance with the following terms and deemed to be part in accordance with the terms and conditions of the Deposit. In Escrow Agreement: (i) if the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing occurs, the Deposit and the Deposit Interest shall be paid remitted by the Escrow Agent to Existing Owner the Vendors and credited against applied by the Vendors at the Closing in partial satisfaction of Purchasers' obligation to pay the Purchase Price on Price; (ii) if this Agreement is terminated due to a written agreement of the Parties pursuant to Subsection 10.1(a), the exercise by the Purchasers of a right to terminate this Agreement specified in Subsections 10.1(b) or 10.1(e) or the exercise by either Party of its right to terminate this Agreement specified in Subsection 10.1(d) or Subsection 10.1(i), the Purchasers shall be entitled to the Deposit and Deposit Interest which the Escrow Agent shall remit to the Purchasers in accordance with the terms of the Escrow Agreement; and (iii) if this Agreement is terminated due to exercise by the Vendors of a right to terminate this Agreement specified in Subsections 10.1(c), 10.1(f) or 10.1(h) or the exercise by either Party of its right to terminate this Agreement specified in Subsection 10.1(g), the Vendors shall be entitled to the Deposit and the Deposit Interest as liquidated damages and not as a penalty, which the Escrow Agent shall remit to the Vendors in accordance with the terms of the Escrow Agreement, and which forfeiture of the Deposit shall constitute the Vendors' sole remedy in such instance, with no right to claim further damages or other remedies from the Purchasers. (c) If this Agreement is terminated prior to the Closing Date. In the event the sale , each of the Property is Parties hereby covenant and agree to provide, not consummated because later than two Business Days after such termination, a joint written notice to the Escrow Agent confirming the payment of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit and the Deposit Interest in accordance with any right to so terminate provided hereinSubsection 2.4(b), (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)applicable.

Deposit. Within one two business days following delivery by Title Company (1as hereinafter defined) business day following the mutual execution to Purchaser and exchange to Purchaser's Counsel (identified in Section 10.5 hereof) of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow with LandAmerica Commercial Services having its office at 0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attn: Xxxxxxxx (as defined belowPeppy) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars Xxxxxx ($7,143.00tel: 303/000-0000; fax: 303/000-0000) (the “Initial Deposit”"Title Company"), in the form of a wire transfer payable to Chicago as agent for Commonwealth Land 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"Title Insurer"), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Five Hundred Thousand and No/100 Dollars ($100,000500,000.00) (the “Additional "Initial Deposit”") in good funds, either by certified bank or cashier's check or by federal wire transfer. No later than two business days following the expiration of the Inspection Period (defined below) and together as long as Purchaser has not provided Seller with notice of termination in accordance with Section 3.4 below, Purchaser shall deposit with Title Company an additional sum of Two Million, Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Second Deposit"). The Initial Deposit and all interest accrued thereonDeposit, the “Second Deposit”, and, if applicable, the Extension Deposit (as hereinafter defined), shall be referred to herein as the "Deposit". Escrow Holder The Deposit shall deposit the Deposit be in a non-commingled trust account and good funds, either by certified bank or cashier's check or by federal wire transfer. The Title Company shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on such sum shall be credited 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 Buyer’s account timely deliver any Deposit hereunder shall be a material default, and deemed shall entitle Seller, at Seller's sole option, to be part terminate this Agreement immediately. If this Agreement is terminated and such termination is not of a nature which would or may entitle Seller to retain the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid returned 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)Purchaser following such termination.

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.