Common use of Exxxxxx Money Clause in Contracts

Exxxxxx Money. (a) Within three (3) business days following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within three two (32) business days following after execution and delivery of this Agreement by the Effective Dateparties, Purchaser Buyer shall deposit with Escrow Agent the sum amount of One Hundred Fifty Thousand and No/00 No/100 Dollars ($50,000.00150,000.00) by wire transfer of immediately available funds (the "“Initial Exxxxxx Money"). On or before Deposit”) with Escrow Holder; and (b) if this Agreement has not been terminated prior to the date which is three expiration of the Initial Inspection Period, within two (32) business days following the expiration of the Initial Inspection Period Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars (as defined in Section 3.2), in $600,000.00) (the event Purchaser has not sooner terminated this Agreement “Final Deposit”) with Escrow Holder. Escrow Holder shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with the terms hereofthis Agreement. However, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand unless and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on until the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Dateoccurs under this Agreement, the Exxxxxx Money shall be returned held and disbursed by Escrow Holder pursuant to Purchaser, this Agreement which shall also serve as escrow instructions to Escrow Holder. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall otherwise be held, credited, disbursed and refunded evidenced by Escrow Holder’s execution of this Agreement in the manner set forth herein. For purposes space provided at the end of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for . The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the following reasons: (i) pursuant Escrow Holder to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultbe split equally by Buyer and Seller.

Exxxxxx Money. (a) Within three (3) Buyer shall, within two business days following after the Effective Date, Purchaser shall deposit with the Escrow Agent Company, as escrow agent, the sum of Fifty Thousand $250,000, as exxxxxx money (said amount being referred to herein as the “Initial Exxxxxx Money”, and, together with (i) the “Additional Exxxxxx Money” deposit described below, and No/00 Dollars (ii) the Extension Deposit (as defined in Section 4.1 below), and all interest accruing thereon, being herein referred to collectively as the “Exxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds. Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two business days after the Due Diligence Expiration Date, Buyer shall increase the Exxxxxx Money to $50,000.00) 400,000 by depositing with the Escrow Company an additional $150,000 by wire transfer of immediately available funds (the "Initial “Additional Exxxxxx Money"”). On or before the date which is three (3) business days following the Upon expiration of the Inspection Period Due Diligence Period, all of the Exxxxxx Money shall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. The Exxxxxx Money shall be held and disbursed by the Escrow Company pursuant to the escrow agreement in the form of Exhibit J attached hereto (as defined in Section 3.2the "Escrow Agreement"), which the parties have executed and delivered simultaneously with the execution and delivery of this Agreement. The Exxxxxx Money shall be invested as provided in said Escrow Agreement, with all interest accruing thereon being deemed part of the Exxxxxx Money for all purposes hereunder. In the event Purchaser has not sooner terminated Buyer fails to deliver any portion of the Exxxxxx Money within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Exxxxxx Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Exxxxxx Money previously delivered to Escrow Company shall be immediately delivered to Seller, this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be paid to Seller and applied to the Purchase Price on to be paid by Buyer at the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing DateClosing. In all other instances, the Exxxxxx Money shall be returned paid to Purchaser, and shall otherwise be held, credited, disbursed and refunded Seller or Buyer as provided in the manner set forth herein. For purposes other provisions of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. (a) Within three (3) 2 business days following after the Effective Contract Date, Purchaser shall Buyer will deposit with Escrow the Closing Agent the cash sum of Fifty Thousand and No/00 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period 500,000.00 (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon such amount may be increased pursuant to Section 10.1 shall individually below, and collectively be referred to herein as including any accrued interest, the "“Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs”). The Exxxxxx Money shall be applied to the Purchase Price on held by the Closing Date Agent until disbursed as set forth in this Agreement. Buyer shall execute and deliver any appropriate W-9 forms requested by the Closing Agent. If Buyer acquires the Property, the Exxxxxx Money shall be paid to Seller through and applied as a credit against the escrow process outlined hereinConsideration. If all of the conditions precedent set forth in this Agreement are not met or resolved to the satisfaction of Buyer, or at Purchaser's election, upon release of Buyer terminates this Agreement as expressly permitted pursuant to the Purchase Price to Seller on the Closing Dateprovisions hereof, the Exxxxxx Money shall be returned by the Closing Agent to PurchaserBuyer without further instruction from Seller. If all of the conditions precedent set forth in this Agreement have been satisfied or waived by Buyer, and Buyer is obligated to purchase the Property pursuant to the terms of this Agreement and thereafter Buyer defaults on its obligation to acquire the Property pursuant to the terms of this Agreement and Seller is not otherwise in material default, then the Exxxxxx Money shall be delivered to Seller and shall be retained by Seller as liquidated damages. If there is a dispute between Buyer and Seller as to the distribution of the Exxxxxx Money, or if for any other reason the Closing Agent in good faith elects not to make any such disbursement, the Closing Agent shall continue to hold the Exxxxxx Money until otherwise be helddirected by written instructions executed both by Seller and Buyer, creditedor by a final judgment of a court of competent jurisdiction. Upon request, disbursed Buyer and refunded Seller shall execute Closing Agent’s standard exxxxxx money escrow agreement in the manner set forth herein. For purposes of form reasonably acceptable to Buyer and Seller; provided, however, that if there is any conflict or inconsistency between such escrow agreement and this Agreement, "Purchaser Permitted Termination Event" means the termination of then this Agreement by Purchaser for any shall control. Notwithstanding anything stated to the contrary in this Agreement, the only circumstance under which Seller shall be entitled to receive the Deposit if Closing fails to occur is if Buyer fails to purchase the Property when it is obligated to do so under this Agreement. In addition, notwithstanding anything to the contrary contained herein, $100.00 of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection Exxxxxx Money is earned by Seller in consideration of the Property; (ii) pursuant rights granted to Buyer under Section 2.3 as a result of a title or survey matter; (iii) pursuant 6 hereof and shall be in all events non-refundable to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultBuyer.

Exxxxxx Money. Purchaser shall deposit in escrow with the Escrow Agent within two (a) Within three (32) business days following of the Effective Dateexecution hereof, Purchaser shall deposit with Escrow Agent the sum of Six Hundred Fifty Thousand and No/00 Dollars ($50,000.00650,000) by wire transfer of immediately available funds (such deposit together with any interest that may be earned these prior to Closing, being hereinafter called the "Initial Exxxxxx MoneyDeposit"). On or before If Purchaser does not elect to terminate this Agreement during the date which is three Investigation Period (3) business days following as hereinafter defined), prior to the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereofInvestigation Period, Purchaser shall deposit with deliver to Escrow Agent an additional deposit in the additional sum amount of Nine Three Hundred Fifty Thousand and No/00 Dollars ($950,000.00300,000) by wire transfer of immediately available funds (the "Additional Exxxxxx MoneyDeposit"). The Initial Exxxxxx Money Deposit and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall Deposit are sometimes individually and or collectively be referred to herein as the "Exxxxxx Money." ". The Exxxxxx Money is consideration for the rights granted shall be deposited in an interest bearing account using Purchaser’s tax identification number which shall be provided to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursEscrow Agent. The Exxxxxx Money shall be applied against the cash portion of the purchase price at Closing (as hereinafter defined) or refunded in full to Purchaser as hereinafter provided in Paragraph 15. If Purchaser does not notify Seller prior to the Purchase Price on expiration of the Closing Date and paid Investigation Period that Purchaser elects to Seller through terminate this Agreement, the escrow process outlined Initial Deposit shall be non-refundable for any reason other than (i) a default by Seller, (ii) in the event any condition to Purchaser’s obligations under this Agreement is not satisfied as provided herein, or at Purchaser's election, upon release (iii) as otherwise specifically provided herein. If Purchaser does not notify Seller prior to the expiration of the Purchase Price Investigation Period that Purchaser elects to Seller on terminate this Agreement and Purchaser fails to make the Closing DateAdditional Deposit as required, the Exxxxxx Money Purchaser shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination default of this Agreement by Purchaser for any of and Seller shall have the following reasons: (i) pursuant right to Section 3.2 terminate this Agreement and retain the Initial Deposit as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 provided in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultParagraph 8.

Exxxxxx Money. Within two (a) Within three (32) business days following the Effective Date, Purchaser shall deposit with will deliver to the Escrow Agent the sum of Fifty Thousand and No/00 Dollars SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00750,000.00) by wire transfer of immediately available funds (the "Initial “First Exxxxxx Money"”). On or before the date which is three Within two (32) business days following the expiration of the Inspection Period (as defined in Section 3.2)Study Period, in the event assuming Purchaser has not sooner terminated previously elected to terminate this Agreement in accordance with the terms hereofAgreement, Purchaser shall deposit with deliver to the Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($950,000.00500,000.00) by wire transfer of immediately available funds (the "Additional “Second Exxxxxx Money"). The Initial ”‘) (the First Exxxxxx Money and the Additional Second Exxxxxx Money, if any, and any all interest earned thereon pursuant to Section 10.1 shall individually and are hereinafter collectively be referred to herein as the "“Exxxxxx Money." The ”). If Purchaser fails to deliver the Second Exxxxxx Money is consideration for within such two (2) business day period, then Seller shall have the rights granted right (exercisable in its sole discretion) to terminate this Agreement by delivery of written notice to Purchaser giving Purchaser three (3) business days after Purchaser’s receipt of such notice to purchase deliver the Property Second Exxxxxx Money to Escrow Agent. If no such termination notice is given by Seller as herein provided, then the Agreement shall continue in full force and if Purchaser has not terminated this Agreement effect in accordance with Section 3.2, then its terms. If Seller provides the termination notice to Purchaser and Purchaser fails to deliver the Second Exxxxxx Money will be non refundable to Escrow Agent within three (3) business days after Purchaser’s receipt of Seller’s notice, the Seller and Purchaser each shall promptly instruct Escrow Agent to pay the First Exxxxxx Money to Seller and, except if a Purchaser Permitted Termination Event occursunder those provisions of the Agreement that by their express terms survive the termination of the Agreement, shall have no further rights or obligations under this Agreement. The Exxxxxx Money shall be applied invested by the Escrow Agent in short-term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance Corporation. All interest earned on such deposits shall belong to the Purchase Price on party (as between Seller and Purchaser) who is entitled to receive the Closing Date and paid to Seller through Exxxxxx Money under the escrow process outlined herein, or at Purchaser's election, upon release applicable provisions of this Agreement. In the Purchase Price to Seller on event the Closing Datetransactions contemplated herein are not closed in accordance with the provisions hereof, the Exxxxxx Money shall be returned disbursed to Purchaser, and shall otherwise be held, credited, disbursed and refunded either Seller or Purchaser as provided in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. (a) Within three (3) business days following after the Effective Date, Purchaser shall deposit will pay into a strict joint order escrow with Escrow Agent Seller at the Title Insurer the sum of Fifty Thousand and No/00 Dollars $215,000.00 as exxxxxx money ($50,000.00) by wire transfer of immediately available funds (together with any interest earned thereon, the "Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money may be invested by the Title Insurer as Purchaser directs in United States Treasury Bills or a federally insured money market account. Seller and Purchaser shall share equally the Additional Exxxxxx Moneycost of the joint order escrow, and but Purchaser shall bear the cost of any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein investment fee charged by the Title Insurer as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated escrowee. If this Agreement is terminated: (a) by Purchaser before the end of the Review Period in accordance with Section 3.2Article 4 hereof, then, provided Purchaser has complied with its obligations under the fourth grammatical paragraph of Article 4 hereof, the Exxxxxx Money shall be returned to Purchaser; (b) because of a material breach of this Agreement by Seller, then the Exxxxxx Money will shall be non refundable except if a returned to Purchaser; (c) pursuant to Section 5.4 hereof, then, provided Purchaser Permitted Termination Event occurshas complied with its obligations under the fourth grammatical paragraph of Article 4 hereof, the Exxxxxx Money shall be returned to Purchaser; or (d) pursuant to Section 6.3 hereof, then the Exxxxxx Money shall be returned to Purchaser. Except as provided in the immediately preceding sentence, the Exxxxxx Money shall be paid to the party provided in this Agreement. The Exxxxxx Money shall be applied to the Purchase Price on at the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultClosing.

Exxxxxx Money. Buyer shall, within two (a) Within three (32) business days following after the Effective Date, Purchaser shall deposit with the Escrow Agent Company, as escrow agent, the sum of Fifty Thousand $500,000 as exxxxxx money (said amount being referred to herein as the “Initial Exxxxxx Money”, and, together with the “Additional Exxxxxx Money” deposit described below, and No/00 Dollars all interest accruing thereon, being herein referred to collectively as the “Exxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds. Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two (2) business days after the Due Diligence Expiration Date, Buyer shall increase the Exxxxxx Money to $50,000.00) 1,500,000 by depositing with the Escrow Company an additional $1,000,000 by wire transfer of immediately available funds (the "Initial “Additional Exxxxxx Money"”). On or before the date which is three (3) business days following Upon the expiration of the Inspection Period Due Diligence Period, all of the Exxxxxx Money shall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. The Exxxxxx Money shall be held and disbursed by the Escrow Company pursuant to the escrow agreement in the form of Exhibit E attached hereto (as defined in Section 3.2the “Escrow Agreement”), which the parties have executed and delivered simultaneously with the execution and delivery of this Agreement. The Exxxxxx Money shall be invested as provided in said Escrow Agreement, with all interest accruing thereon being deemed part of the Exxxxxx Money for all purposes hereunder. In the event Purchaser has not sooner terminated Buyer fails to deliver any portion of the Exxxxxx Money within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Exxxxxx Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Exxxxxx Money previously delivered to Escrow Company shall be immediately delivered to Seller, this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be paid to Seller and applied to the Purchase Price on to be paid by Buyer at the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing DateClosing. In all other instances, the Exxxxxx Money shall be returned paid to Purchaser, and shall otherwise be held, credited, disbursed and refunded Seller or Buyer as provided in the manner set forth herein. For purposes other provisions of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. (a) Within three (3) business days following the Effective Date, Purchaser shall deposit with deliver to the Escrow Agent Holder no later than 5:00 pm (Florida time) on the second (2nd) Business Days after a counterpart of this Agreement signed by Purchaser and Seller has been delivered to Purchaser, the sum of Fifty Thousand and No/00 Dollars ($50,000.00) 1,277,000 by federal funds wire transfer of immediately available funds (together with all interest earned thereon, the "Initial “Exxxxxx Money"”). On or before This Agreement shall terminate and be deemed void ab initio if the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance timely deposited with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursEscrow Holder. The Exxxxxx Money shall be held in escrow by the Escrow Holder in a segregated interest-bearing account, with interest accruing for the benefit of the party entitled to the payment or return of the Exxxxxx Money. The Exxxxxx Money shall be paid to Seller and applied to toward the Purchase Price on the Closing Date at Closing, and shall otherwise be paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release applied in accordance with this Agreement. $339,374 of the Purchase Price Exxxxxx Money (the “Deerwood Exxxxxx Money”) shall be allocated to Seller on the Closing Date, Deerwood Village. $412,144 of the Exxxxxx Money shall be returned allocated to PurchaserVilla Tuscany (the “Villa Tuscany Exxxxxx Money”). $61,821 of the Exxxxxx Money shall be allocated to Midway Mxxxx, and $463,661 of the Exxxxxx Money shall be allocated to Vista Grande (the “Vista Gxxxxx Xxxxxxx Money”). The Villa Tuscany Exxxxxx Money shall remain in escrow following the Closing of Vista Grande and Midway Mxxxx, and shall be paid to Seller and applied to the Villa Tuscany Purchase Price and, if applicable, the portion of the Purchase Price allocated to the Deerwood Village Apartment Complex at the Closing of each such Apartment Complex, and shall otherwise be held, credited, disbursed and refunded paid or applied in the manner set forth herein. For purposes of accordance with this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within three two (32) business days following after execution and delivery of this Agreement by the Effective Dateparties, Purchaser Buyer shall deposit with Escrow Agent the sum amount of One Hundred Fifty Thousand and No/00 No/100 Dollars ($50,000.00150,000.00) by wire transfer of immediately available funds (the "“Initial Exxxxxx Money"Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”). On or before ; (b) if this Agreement has not been terminated prior to the date which is three expiration of the Inspection Period, within two (32) business days following the expiration of the Inspection Period Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as defined hereinafter defined) to Escrow Agent as provided in Section 3.24.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”), in . Escrow Agent shall pay the event Purchaser has not sooner terminated this Agreement Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with the terms hereofthis Agreement. However, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand unless and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on until the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Dateoccurs under this Agreement, the Exxxxxx Money shall be returned held and disbursed by Escrow Agent pursuant to Purchaser, this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall otherwise be held, credited, disbursed and refunded evidenced by Escrow Agent’s execution of this Agreement in the manner set forth herein. For purposes space provided at the end of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for . The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the following reasons: Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) pursuant to Section 3.2 as a result in the event the expiration date of Purchaser's inspection such letter of the Property; credit is less than thirty (30) days, (ii) pursuant in the event that the Seller delivers written notice to Section 2.3 as a result of a title the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or survey matter; (iii) pursuant at the Closing to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Section 7.1 in Buyer through the event of "major" damage Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultPurchase Price.

Exxxxxx Money. Contemporaneous with Buyer’s execution of this Agreement, Buyer shall post with Bank of New York Trust Company of Florida, N.A., as escrow agent (a) Within three the “Escrow Agent”), an amount equal to $5,000,000 (3) business days following the Effective Date“Exxxxxx Money”), Purchaser pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). In the event the Closing occurs, the Exxxxxx Money shall deposit with be paid by the Escrow Agent to the sum of Fifty Thousand Sellers in accordance with Section 2.02(a) and No/00 Dollars ($50,000.00) credited against the amount to be paid by wire transfer of immediately available funds (the "Initial Exxxxxx Money"Buyer to Sellers pursuant to Section 2.02(a). On If the Closing does not occur, the Exxxxxx Money shall be paid by the Escrow Agent to the Partnership or before paid by the date which is three (3) business days following Escrow Agent to Buyer in accordance with the expiration remaining provisions of this Section 2.07. In the event Buyer breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the Inspection Period conditions contained in Sections 9.01 and 9.02 (as defined other than the condition set forth in Section 3.29.02(f)) otherwise has been either fulfilled (or was capable of being fulfilled, absent Buyer’s breach, in the case of the condition in Section 9.01(c)), or waived, the Escrow Agent shall pay the Exxxxxx Money to the Partnership as damages. In addition, in the event Purchaser has Buyer does not sooner terminated close solely on account of a failure of the condition in Section 9.02(f) to be satisfied, the Escrow Agent shall pay the Exxxxxx Money to the Partnership as damages. In all other circumstances, including in the event where Buyer terminates this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.22.05(g), then the Exxxxxx Money will shall be non refundable except if a Purchaser Permitted Termination Event occurspaid by the Escrow Agent to Buyer. The Exxxxxx Money shall be applied invested by the Escrow Agent pursuant to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release terms of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money Escrow Agreement and any investment income thereon shall be returned payable to Purchaser, and shall Buyer or as otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement directed by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultBuyer.

Exxxxxx Money. (a) Within three (3) business days following the Effective Date, Purchaser shall deposit with Escrow Agent the The sum of Fifty Seventy-Five Thousand and No/00 Dollars dollars ($50,000.0075,000) by wire transfer of immediately available funds (the "Initial “Exxxxxx Money"). On or before ”) has been paid to the date which is three (3) business days following Seller upon the expiration execution of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as receipt of said $75,000 is hereby acknowledged by the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursSeller. The Exxxxxx Money shall be applied paid into an interest-bearing account in the name of the Seller and Buyer at the Bank. The Exxxxxx Money shall only be withdrawn pursuant to the Purchase Price on terms and conditions of this Agreement. The parties hereby agree that if the Closing Date and paid transaction contemplated herein cannot be consummated as set forth in this Agreement due either (i) to Seller through a misrepresentation or breach of any warranty or covenant contained herein by Seller, including, without limitation, Buyer’s termination of this Agreement pursuant to Section 14(b) if such termination is the escrow process outlined hereinresult of Seller’s actions or failures, or at Purchaser's election(ii) the Buyer’s termination of this Agreement pursuant to Section 14(c) or 14(d), upon release or (iii) by mutual written consent of the Purchase Price to Seller on the Closing Dateand Buyer, the Exxxxxx Money paid hereunder plus any accrued interest thereon shall be returned immediately refunded to PurchaserBuyer. Should the transaction contemplated herein not be consummated for any reason other than specifically hereinabove described, including, without limitation, failure to obtain approval of the transaction from regulatory authorities and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any either the Buyer or the Seller pursuant to the terms of Section 14 of this Agreement (other than those sections of Section 14 specifically referenced above), Seller shall be entitled to all of the following reasons: Exxxxxx Money (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in plus any accrued interest thereon). In the event of "major" damage the transaction herein is consummated, the Exxxxxx Money (plus any interest accrued thereon) shall be applied to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultMerger Consideration.

Exxxxxx Money. (a) Within three (3) business days following For the Effective Datepurpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser shall deposit with has delivered to the Escrow Agent the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Good Faith Deposit”) following execution of the LOI and prior to the date hereof. Upon expiration of the Inspection Period and provided that Purchaser has not exercised its right to terminate this Contract, Purchaser shall deliver an additional One Hundred Fifty Thousand and No/00 No/100 Dollars ($50,000.00150,000.00) by wire transfer of immediately available funds (the "Initial “Deposit”) for an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the Good Faith Deposit and the Deposit collectively hereinafter referred to as the “Exxxxxx Money"Money Deposit”) are non-refundable, except as otherwise provided herein. The Exxxxxx Money Deposit shall be deposited into an interest bearing, readily available, liquid, federally insured account(s). On The account(s) to which the funds are deposited shall be an escrow or trust account(s) of the Escrow Agent and the Exxxxxx Money shall at all times be fully covered by federal insurance so that no portion of the Exxxxxx Money shall ever be at risk. The Exxxxxx Money Deposit (together with any interest earned thereon) shall constitute the Exxxxxx Money hereunder and shall be held, invested, and disbursed pursuant to the respective terms and provisions hereof and of the Escrow Agreement. If Purchaser terminates this Contract on or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.23.05 hereof, then the Good Faith Deposit shall be promptly returned to Purchaser together with all interest earned thereon. Following the expiration of the Inspection Period, Purchaser shall only be entitled to the return of the Exxxxxx Money will be non refundable except if Deposit from the Escrow Agent in the event this Contract is terminated pursuant to its terms under circumstances that entitle Purchaser to a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release return of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultDeposit.

Exxxxxx Money. Within one business day after execution of this Agreement, and as a condition precedent to Seller’s obligations under this Agreement, Buyer shall deposit the $2,000,000 of Exxxxxx Money with U.S. Bank National Association or an affiliate thereof (the “Escrow Agent”) in Current Funds. The Exxxxxx Money shall be held by the Escrow Agent in an interest bearing account pursuant to an escrow agreement in the form of Exhibit B hereto unless and until the Exxxxxx Money is disbursed by the Escrow Agent in accordance with the terms of such escrow agreement. As provided in the Escrow Agreement, the Exxxxxx Money shall be released (i) on the sole order of the Buyer or Buyer’s attorney at any time on or before September 20, 2004, and (ii) on the sole order of Seller or Seller’s attorney after September 20, 2004. If Buyer exercises its option(s) to extend the Closing Date pursuant to Section 9.1 below, then (a) Within three upon the notice of the first extension, the $2,000,000 of initial Exxxxxx Money shall be released from the escrow to an account designated by Seller, and (3b) business days following the Effective Date, Purchaser concurrently with notice of each such exercise of an extension option Buyer shall deposit with Escrow Agent the sum deliver an additional $1,000,000 of Fifty Thousand and No/00 Dollars ($50,000.00) non-refundable Exxxxxx Money to Seller by wire transfer to an account designated by Seller. The Exxxxxx Money (including any such further $1,000,000 extension option deposit(s)) will be applied to the Acquisition Value due at Closing. In the event of immediately available funds a default by either party, the Exxxxxx Money (the "Initial Exxxxxx Money"including any such further $1,000,000 extension option deposit(s)) will be disbursed in accordance with Article XI hereof. On or before the date which is three (3) business days following the expiration Buyer’s failure to timely deposit any installment of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated Exxxxxx Money shall constitute a default by Buyer hereunder and shall make this Agreement terminable at Seller’s option. However, if Seller chooses not to terminate this Agreement, Buyer shall remain contractually obligated to deposit the Exxxxxx Money in accordance with the terms hereof, Purchaser ; and if Seller does elect to terminate this Agreement Buyer shall deposit with Escrow Agent be obligated to pay to Seller the additional sum applicable installment of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and which shall be retained by Seller along with any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then previous deposit(s) of the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied as liquidated damages due to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultSeller.

Exxxxxx Money. 2.1.1 Purchaser shall deliver to Fidelity National Title Group National Commercial Services – Atlanta, Attn. Lxxxx Xxxx (athe “Title Company”) Within three within one (31) business days following day of the Effective Date, Purchaser shall deposit with Escrow Agent Date exxxxxx money in the sum of Fifty Thousand and No/00 Dollars ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00150,000.00) by wire transfer (together with any interest thereon, net of immediately available funds (investment costs, the "“Initial Exxxxxx Money"”). On Purchaser’s failure to timely deliver the Initial Exxxxxx Money as provided herein shall render this Agreement null and void. In the event Purchaser shall have timely delivered the Notice to Proceed (as hereinafter defined), as provided in Section 4.1.1 below, on or before the date which is three (3) business days following prior to the expiration of the Inspection Review Period (as defined in Section 3.2hereinafter defined), then Purchaser shall, within one (1) business day after the expiration of the Review Period, deliver to the Title Company additional exxxxxx money in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($950,000.00150,000.00) by wire transfer of immediately available funds (the "“Additional Exxxxxx Money"”). If this Agreement is terminated, the Exxxxxx Money shall be refunded to Purchaser or delivered to Seller as provided for below and neither party shall have any further liability to the other hereunder (except for liabilities that expressly survive termination of this Agreement). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and together with any interest thereon pursuant to Section 10.1 shall individually and earned thereon, net of investment costs, are collectively be referred to herein in this Agreement as the "“Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. ” The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined hereinheld and, or at Purchaser's ’s election, upon release of invested by the Purchase Price Title Company in an interest bearing account with a federally insured financial institution reasonably acceptable to Seller Purchaser. Any and all interest earned on the Closing Date, the Exxxxxx Money shall be returned reported to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default’s federal tax identification number.

Exxxxxx Money. Section 4.1 Within two (a2) Within three (3) business days following Business Days after the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000.00200,000.00) by wire transfer of immediately available funds (hereinafter called the "Initial “First Exxxxxx Money"”), in good and sufficient funds, with the Escrow Agent. On or before The Escrow Agent shall, pending consummation of this transaction, hold the date which is three First Exxxxxx Money in escrow in an interest bearing account at a financial institution reasonably acceptable to Purchaser. Within one (31) business days Business Day following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereofPeriod, Purchaser shall deposit the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (hereinafter called the “Second Exxxxxx Money”), in good and sufficient funds, with the Escrow Agent. The Escrow Agent shall, pending consummation of this transaction, hold the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Second Exxxxxx Money in escrow in an interest bearing account at a financial institution reasonably acceptable to Purchaser. The First Exxxxxx Money"). The Initial Exxxxxx Money and , the Additional Second Exxxxxx Money, and the Extension Deposit, if made, together with any interest earned thereon pursuant to Section 10.1 shall individually and collectively be are hereinafter referred to herein as the "“Exxxxxx Money." The ” All interest earned on the Exxxxxx Money is consideration for shall become a part of the rights granted Exxxxxx Money and shall be delivered by Escrow Agent to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement Title Company in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be 3.1 above and applied to the Purchase Price on in the Closing Date and paid to Seller through event the escrow process outlined transaction contemplated hereby closes. Except as otherwise provided herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned paid to PurchaserSeller and otherwise credited against the Purchase Price at Closing. In the event the transaction contemplated by this Agreement is not closed, and then the Escrow Agent shall otherwise be held, credited, disbursed and refunded disburse the Exxxxxx Money in the manner set forth provided for elsewhere herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default.

Exxxxxx Money. Purchaser shall deliver to the PARAGON COMMERCIAL REAL ESTATE (a“Escrow Agent”) Within three within two (32) business days following after the Effective Dateeffective date of this Agreement, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars TWENTY FIVE THOUSAND AND NO ONE-HUNDREDTHS DOLLARS ($50,000.0025,000.00) in cash to be held by wire transfer the Escrow Agent in an interest-bearing escrow account as Purchaser and Seller shall direct in accordance with the provisions of immediately available funds this Agreement, including, without limitation the supplemental escrow instructions set forth on Schedule 1 attached hereto and incorporated herein by reference. In the event there is a conflict between the provisions of this Agreement and the provisions of the supplemental escrow instructions, the provisions of this Agreement shall govern. If Purchaser does not terminate this Agreement pursuant to Section 4.6, the Purchaser shall deliver to Escrow Agent within two (the "Initial Exxxxxx Money"). On or before the date which is three (32) business days following after the expiration of the Inspection Period Completion Date an additional sum of ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($175,000.00) to be held by Escrow Agent in an interest bearing account as Purchaser and Seller shall direct in accordance with the terms set forth above. Said payments are individually and collectively referred to herein as the “Exxxxxx Money”. Seller shall have the option of terminating this Agreement if the Exxxxxx Money is not delivered to the Escrow Agent within either such times. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Exxxxxx Money and any accrued interest (less the Independent Consideration as defined in Section 3.2), in ) shall be paid to Seller and applied to the event payment of the Purchase Price. If Purchaser has not sooner terminated terminates this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) any right to terminate granted by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing DateAgreement, the Exxxxxx Money and any accrued interest (less the Independent Consideration) shall be promptly returned to Purchaser, and no party hereto shall otherwise be held, credited, disbursed and refunded in have any further obligations under this Agreement. If Purchaser breaches this Agreement after Purchaser has approved the manner matters set forth herein. For purposes in Section 4 of this Agreement, "Purchaser Permitted Termination Event" means and the termination of this Agreement by Purchaser for any sale of the following reasons: (i) pursuant to Section 3.2 Property is not consummated as a result of Purchaser's inspection of such breach, all Exxxxxx Money deposited hereunder, together with all accrued interest, shall be delivered by the Property; (ii) pursuant Escrow Agent to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultSeller, and no party shall have any further obligations under this Agreement.

Exxxxxx Money. Within one (a) Within three (31) business days following day after the Effective Date, Purchaser shall deposit with Vanguard Title Insurance Agency, LLC, 2000 Xxx Xxxxx, Auburn Hills, MI 48326, Attention: Jxxx Xxxxxxx, as agent for First American Title Insurance Company (the “Title Company” and “Escrow Agent Agent”), the sum of Fifty Five Hundred Thousand and No/00 no/100 Dollars ($50,000.00500,000.00) by wire transfer of immediately available funds (the "“Initial Exxxxxx Money")Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. On or before the date which is three Within one (31) business days following day after the expiration of the Inspection Period (as defined in Section 3.2)Period, in the event Purchaser provided that this Agreement has not sooner terminated this Agreement in accordance with the terms hereofbeen validly terminated, Purchaser shall deposit with Escrow Agent the an additional sum of Nine Five Hundred Fifty Thousand and No/00 no/100 Dollars ($950,000.00500,000.00) by wire transfer of immediately available funds (the "Additional “Second Deposit”; the Initial Deposit and the Second Deposit as outstanding from time to time, together with all interest earned in while Escrow, are hereinafter referred to as the “Exxxxxx Money"”). The Initial Escrow Agent shall hold the Exxxxxx Money in an interest-bearing account in accordance with the terms and conditions hereof and any supplementary instructions executed by the parties pursuant to the provisions of Section 1.7 hereof. All interest accruing on such sums shall become a part of the Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein distributed as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursterms of this Agreement. The Exxxxxx Money shall be applied to Upon the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release expiration of the Purchase Price to Seller on the Closing DateInspection Period, the Exxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Exxxxxx Money to the Title Company within the time period specified above, Seller may, at its option, deliver written notice to the Escrow Agent terminating this Agreement and, if such termination is due to Purchaser’s failure to timely deposit the Second Deposit, the Exxxxxx Money previously deposited (i.e., the Initial Deposit) shall be paid to Seller and neither party shall otherwise be heldhave any further rights, creditedobligations, disbursed and refunded in or liabilities hereunder except to the manner extent that any right, obligation or liability set forth herein. For purposes herein expressly survives termination of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any . Time is of the following reasons: (i) pursuant to Section 3.2 as a result essence for the delivery of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultExxxxxx Money under this Agreement.

Exxxxxx Money. 4.1 Deposit of Exxxxxx Money. Purchaser shall deposit with Sxxxxxxx Marwell Hxxxxxxxx Xxxxx & Hxxxxx, P.C. (a) Within three hereinafter also called "Escrow Agent"), within two (32) business days following after the Effective Date, Purchaser shall deposit with Escrow Agent the sum amount of Fifty Thousand One hundred thousand and No/00 Dollars 00/100 ($50,000.00100,000.00) Dollars ( the "Initial Deposit") in cash by wire transfer of in immediately available funds (( the "Initial Exxxxxx Money"). On or before In addition to the date which is three (3) business days following Initial Deposit, Purchaser, if it has not elected to cancel this Agreement by the expiration of the Inspection Period Period, shall within two (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance 2) business days thereafter deposit with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum amount of Nine Hundred Fifty Thousand Two hundred thousand and No/00 00/100 ($200,000.00) Dollars ($950,000.00the "Additional Deposit") in cash by wire transfer of in immediately available funds (collectively with the Initial Deposit, the "Additional Exxxxxx Money"). The Initial If Purchaser shall fail to so deposit the Exxxxxx Money due under this Agreement with Escrow Agent on the dates required, Seller shall have the right to terminate this Agreement by delivering written notice to Purchaser. Upon receipt of the Initial Deposit and upon receipt of the Additional Exxxxxx MoneyDeposit as provided herein, Escrow Agent shall execute the written acknowledgement by Escrow Agent in the form attached to this Agreement to acknowledge that: (a) the Initial Deposit and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as a fully executed copy of this Agreement have been received by Escrow Agent; (b) the "Exxxxxx Money." The Additional Deposit has been received by Escrow Agent; (c) the Exxxxxx Money is consideration for the rights granted being held subject to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied clearance by Escrow Agent pursuant to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes terms of this Agreement, "Purchaser Permitted Termination Event" means the termination of ; and (d) Escrow Agent agrees to be bound by this Agreement by Purchaser for any of the following reasons: (i) pursuant and to Section 3.2 as a result of Purchaserperform Escrow Agent's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultobligations hereunder.

Exxxxxx Money. Within two (a2) Within three Business Days (3as hereinafter defined) business days following of the Effective Date, Purchaser Buyer shall deposit with Escrow Agent deliver to LandAmerica Title Company, 8000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: Dxxxxx X. Xxxxx (Phone: (000) 000-0000, the sum of Fifty Thousand and No/00 Dollars “Title Company”), as escrow agent, ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00150,000.00) (by wire transfer of immediately available funds Immediately Available Funds) as exxxxxx money (the "“Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2”), which funds shall be deposited and held by the Title Company in an interest bearing account, and Buyer shall provide such information, including its federal identification number, as is necessary to establish such account. Upon the event Purchaser has not sooner terminated this Agreement in accordance closing of that certain Contract of Sale dated as of April ___, 2006, by and between Buyer and TX Xxxxxx Ranch Partners, Ltd., a Texas limited partnership, Buyer shall place into escrow with the terms hereof, Purchaser shall deposit with Escrow Agent the Title Company an additional sum of Nine Hundred Fifty Thousand and No/00 Dollars amount equal to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($950,000.00150,000.00) by wire transfer of immediately available funds as additional exxxxxx money (the "“Additional Exxxxxx Money"”). The To the extent delivered by Buyer, the Initial Exxxxxx Money and the Additional Exxxxxx Money, and together with any interest thereon pursuant to Section 10.1 shall individually and thereon, are collectively be referred to herein as the "“Exxxxxx Money." The ”. If Buyer does not timely deliver the Initial Exxxxxx Money is consideration for the as provided in this Section 3, this Contract shall be null and void, and neither party shall have any rights granted to Purchaser to purchase the Property and if Purchaser or obligations hereunder. If Buyer has not otherwise terminated this Agreement Contract in accordance with Section 3.2the terms hereof, Buyer’s failure to timely deliver the Additional Exxxxxx Money shall constitute a default by Buyer. If the transaction contemplated by this Contract is closed, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release in payment of the Purchase Sales Price to Seller on be paid at Closing. In the Closing Dateevent the transaction is not closed, then the Title Company shall disburse the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in accordance with the manner set forth herein. For purposes provisions of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultContract.