Common use of Purchase Price and Method of Payment Clause in Contracts

Purchase Price and Method of Payment. The purchase price for the Property is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS ($16,500,000.00) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited to, the adjustment to the purchase price pursuant to Sections 5 and 14 below.

Purchase Price and Method of Payment. The aggregate purchase price (the “Purchase Price”) for the Property is Sixteen Purchased Assets and the covenants and agreements of the Sellers not to compete with Buyer in the Business as set forth more specifically herein shall be the assumption by Buyer of the Assumed Liabilities, Two Million Five Four Hundred Sixty-Nine Thousand DOLLARS Six Hundred Seventy Six (2,469,676) unregistered LSI Common Shares and No CENTS Four Hundred Forty Seven Thousand Eight Hundred Ninety Six Thousand Dollars ($16,500,000.00447,896.00) adjustedin immediately available funds, if required, as provided in Sections 5 and 14 and all of which shall be payable as follows: (a) Two As consideration for the purchase and acquisition by Buyer of the Purchased Assets owned by ADL Technology, the covenants and agreements of ADL Technology hereunder not to compete with Buyer in the Business following the Closing, at the Closing (i) Seven Hundred Twenty Seven Thousand Four Hundred Fifty Thousand DOLLARS and No CENTS Eight ($250,000.00727,458) xxxxxxx money deposit unregistered LSI Common Shares (the “First Xxxxxxx Money DepositADL Technology Closing Shares”) paid by Buyer shall be issued in the name of ADL Technology and delivered to Xxxxxx & Xxxxx LLC ADL Technology , and (ii) Nine Hundred and Nine Thousand Three Hundred Fifty Three (909,353) unregistered LSI Common Shares (the “ADL Technology Escrow AgentShares”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be issued in the name of ADL Technology to be delivered to the Escrow Agent at Closing and held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to and in accordance with the terms of the Escrow Agreement; and (b) paid As consideration for the purchase and acquisition by Buyer of the Purchased Assets owned by ADL Engineering and the covenants and agreements of ADL Engineering hereunder not to compete with Buyer in the Business following the Closing, at the Closing (i) Four Hundred Forty Seven Thousand Eight Hundred Ninety Six Thousand Dollars ($447,896.00) in immediately available funds shall be delivered by wire transfer to such bank account of ADL Engineering as ADL Engineering shall direct Buyer in writing at least two (2) days prior to the Closing (the “ADL Engineering Closing Cash Payment”), (ii) Three Hundred Seventy Thousand One Hundred Fifty Six (370,156) unregistered LSI Common Shares (the “ADL Engineering Closing Shares” and, together with the ADL Technology Closing Shares, the “Closing Shares”) shall be delivered to ADL Engineering, and (iii) Four Hundred Sixty Two Thousand Seven Hundred and Nine unregistered LSI Common Shares (the “ADL Engineering Escrow Shares” and, together with the ADL Technology Escrow Shares, the “Escrow Shares”) shall be issued in the name of ADL Engineering to be delivered to the Escrow Agent within three (3) business days following at Closing and held by the expiration Escrow Agent pursuant to and in accordance with the terms of the Inspection Period Escrow Agreement; provided, however, (as hereinafter definedx) at the Closing ADL Engineering may distribute the ADL Engineering Escrow Shares to each Shareholder in accordance with his percentage interest in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration Capital Stock of ADL Engineering as of the Inspection PeriodClosing Date to be immediately reissued by LSI in the name of each of such Shareholder in such amount for delivery to the Escrow Agent at the Closing, and (y) at the Closing ADL Technology may distribute the ADL Technology Escrow Shares to each Shareholder in accordance with his percentage interest in the Capital Stock of ADL Technology as of the Closing Date to be immediately reissued by LSI in the name of each Shareholder in such amount for delivery to the Escrow Agent at the Closing, in each case in satisfaction of such Company’s obligations to otherwise deliver the Escrow Shares to the Escrow Agent. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS Closing Shares, the Escrow Shares, the ADL Engineering Closing Cash Payment and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment Assumed Liabilities collectively constitute and represent the entirety of the cash portion of the purchase price may vary depending upon the applicable adjustments Purchase Price to be delivered to ADL Technology and prorations, including, but not limited to, the adjustment to the purchase price pursuant to Sections 5 and 14 belowADL Engineering under this Agreement.

Purchase Price and Method of Payment. The Subject to credits, adjustments and prorations for which provisions are hereinafter made in this Contract, the total purchase price for the Subject Property to be paid by Buyer and received and accepted by Seller is Sixteen Five Million Five One Hundred Thousand DOLLARS and No CENTS No/100 Dollars ($16,500,000.00) adjusted5,100,000.00), if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) which purchase price shall be paid by Buyer to Xxxxxx Seller in the manner and at the times following, to wit: A. The sum of One Hundred Thousand ($100,000.00) shall be deposited by Buyer within three (3) days of the Effective Date hereof with Greenspoon, Marder, Hirschfeld, Rafkin, Rxxx & Bxxxxx, P.A., 100 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx LLC 0000, Xxxxxxx, Xxxxxxx 00000 (the “hereinafter sometimes referred to as "Escrow Agent”") within five as an exxxxxx money deposit (5hereinafter referred to as the "Exxxxxx Money Deposit") business days following receiptwhich sum shall be held by Escrow Agent, by Buyerin escrow, of a copy however, subject to disbursement in accordance with the terms and provisions of this Contract dated and signed by SellerContract. The First Xxxxxxx Provided that Buyer furnishes Escrow Agent with Buyer's U.S. Taxpayer Identification Number (TIN) as hereinafter provided, the Exxxxxx Money Deposit shall be held in trust by the Escrow Agent subject in an interest bearing money market savings account and interest earned thereon shall be reported under Buyer's U.S. Taxpayer Identification Number 50-0000000. Except as otherwise provided in Paragraphs 17 and 22 of this Contract, the Exxxxxx Money Deposit shall be credited to such agent’s standard form and considered as payment of escrow agreement (part of the “Escrow Agreement”) total purchase price for the Subject Property at the time of and upon consummation of the closing hereunder, at which Seller and Buyer time the interest earned thereon shall join in and execute and disbursed as set forth belowbe delivered to Buyer. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) B. The balance of Fifteen the total purchase price, to wit: Five Million Five Hundred Thousand DOLLARS and No CENTS And No/100 Dollars ($15,500,000.005,000,000.00) shall or such greater or lesser amount as may be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing necessary to complete the payment of the cash portion of the total purchase price may vary depending upon the applicable after credits, adjustments and prorations, including, but not limited to, shall be paid to Seller by Buyer in cash or by federal funds wire transfer at the adjustment to the purchase price pursuant to Sections 5 and 14 belowtime of closing.

Purchase Price and Method of Payment. The total purchase price (“Purchase Price”) for the Property, and the entitlements related thereto other than the Impact Fee Credits (as hereinafter defined) which are excluded, shall be Eighty-Five Million Seven Hundred Fifty Thousand and 00/100 Dollars ($85,750,000.00). The purchase price for the Property Impact Fee Credits is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS ($16,500,000.00) adjusted, if required, as provided set forth in Sections Section 5 and 14 and payable as follows:of this Agreement. (a) Two The Purchase Price shall be payable as follows: (a) Within two (2) business days of the Effective Date, Purchaser shall pay to Xxxxxxxxx Xxxxxxx, P.A. (“Escrow Agent”) an xxxxxxx money deposit of Five Hundred Fifty Thousand DOLLARS and No CENTS 00/100 Dollars ($250,000.00500,000.00) which shall constitute the initial xxxxxxx money deposit (the “First Xxxxxxx Money Initial Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below.); (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (In the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred event Purchaser fails to herein as the “Xxxxxxx Money Deposits” and are terminate this Agreement prior to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) ), Purchaser shall deliver to Escrow Agent, an additional deposit in the event Buyer elects not to terminate this Contract by written notice to Seller prior to amount of One Million Dollars ($1,000,000.00) within five (5) days after the expiration of the Inspection Period.Period (the “Additional Deposit”, and collectively with the Initial Deposit, the “Deposit”); and (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS the funds totaling the Purchase Price, plus or minus any amount resulting from prorations and No CENTS ($15,500,000.00) adjustments required by this Agreement, shall be payable in cash, paid by completed bank wire transfer to the Closing Agent’s (as hereinafter defined) trust account on the Closing Date. All funds payable hereunder shall be tendered in lawful money of federal funds to an account designated the United States of America. (d) The Deposit shall be held by Sellerthe Escrow Agent, or by way with a local bank in a non-interest-bearing account. The Deposit shall, if this transaction closes, become a credit in favor of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete Purchaser toward payment of the cash portion Purchase Price at Closing. If this transaction shall fail to close, the disposition of the purchase price may vary depending upon the applicable adjustments and prorationsDeposit, including, but not limited to, the adjustment to the purchase price pursuant to Sections 5 and 14 belowshall be as hereinafter provided.

Purchase Price and Method of Payment. 4.1 The purchase price Purchase Price of the Property shall be the amount stated in paragraph E1 of the Information Schedule regardless of the final extent of the Property as reflected on the draft Subdivisional Plan attached marked Annexure ”B” . 4.2 The Construction Price payable for the Dwelling to be erected on the Property is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS shall be the sum referred to in paragraph E2 of the Information Schedule. 4.3 The Purchaser shall pay the Seller’s attorneys the Deposit as stated in paragraph E4 of the Information Schedule within 7 ($16,500,000.00seven) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy signature of this Contract dated and signed by Selleragreement. The First Xxxxxxx Money Deposit Such deposit shall be held in trust by the Escrow Agent subject Seller’s attorneys and invested in an interest bearing account in accordance with the provisions of in s86(4) and s86(5) of the Legal Practice Act 28 of 2014, with 5% of the interest accrued to such agent’s standard form be paid to the Attorneys Fidelity Fund, and the balance thereof to be paid to the purchaser. The provisions of escrow agreement (this clause 4.3 shall constitute authority to the “Escrow Agreement”Conveyancers to invest the deposit in terms of Section 86(4) which Seller and Buyer shall join in and execute and disbursed as set forth below86(5) of the Legal Practice Act 28 of 2014. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) 4.4 The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) the Purchase Price of the Property shall be payable in cashpaid to the Seller on the transfer date. 4.5 Within 21 (twenty one) days after signature of this agreement, by completed bank wire transfer of federal funds to the Purchaser shall furnish the Seller/Builder with an account designated by Seller, or by way of a cashier’s check irrevocable guarantee issued by a state or national banking institution located in Orange County, Florida, it being understood that registered commercial bank for the precise amount of cash payable at closing to complete due payment of the cash portion balance of the purchase price may vary depending of the Property and for payment of the Construction price for the Dwelling or, in the event of the Purchaser requiring a mortgage bond for purposes of acquiring the Property and for the Construction of the Dwelling then, within 21 (twenty one) days of securing a mortgage bond as provided for in 8.1 hereunder. 4.6 Alternatively to 4.5 above, the Purchaser shall be entitled to pay into the trust account of the Seller’s attorneys the balance of the purchase price of the Property, to be held by such attorneys in an interest bearing trust account, interest to accrue for the benefit of the Purchaser until the date upon which payment of the applicable adjustments and prorationsrelevant amount falls due to the Seller/Builder. Should the Purchaser elect to deposit the relevant amounts with the attorneys as contemplated aforesaid, includingthe Purchaser shall irrevocably authorise the attorneys to release from the funds so received the payments due to the Seller/Builder in terms of the provisions of this agreement. 4.7 The Purchaser hereby undertakes to provide the Seller’s attorneys with all such information and/or documentation required in order to comply with the Financial Intelligence Centres Act No. 38 of 2001 requirements, which information shall include, but not be limited to, proof of the adjustment Purchaser's Income Tax Registration Number, residential address and certified copies of identity documents , Company or Trust documentation as the case may be. 4.8 The Purchaser hereby acknowledges that he is aware that no monies can be invested as provided for herein until such time as the information required in terms of 4.7 is furnished to the purchase price pursuant Seller’s attorneys. 4.9 All amounts payable by the Purchaser in terms of this agreement shall be paid to Sections 5 the Seller’s attorneys free of bank charges or commission at Cape Town and 14 belowwithout deduction or set off by means of a bank guaranteed cheque or a cheque drawn by a registered South African commercial bank.

Purchase Price and Method of Payment. The purchase price for is the Property is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS sum of N$ ($16,500,000.00EXCLUDING VAT) adjusted, if required, as provided in Sections 5 and 14 and payable free of any deductions whatsoever by the PURCHASER to the SELLER as follows: 2.1 The purchase price shall be paid to the SELLER against registration of transfer of the property into the name of the PURCHASER, which purchase price shall be secured by a guarantee or guarantees (awithin 30 days) Two Hundred Fifty Thousand DOLLARS acceptable to the SELLER's Conveyancers alternatively cash and No CENTS which shall be lodged with the SELLER's Conveyancers or if paying cash ($250,000.00) xxxxxxx money deposit (within 7 days), after the “First Xxxxxxx Money Deposit”) date of signature of this agreement by the SELLER. Any such cash paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit PURCHASER shall be held in trust by the Escrow Agent subject to such agent’s standard form Conveyancers in accordance with the provisions of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth belowclause 2.2 herewith. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money 2.2 Not later than the 27th of October 2014, upon signature of this agreement by the PURCHASER, the PURCHASER shall pay a deposit (in the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred sum of N$10,000-00 to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant XX XXXXX, KAUTA & HOVEKA INC. The Purchaser shall pay a further sum of N$3,000.00 to the terms seller not later than the 17th October 2014 at the Seller’s offices. Any direct deposit shall be invested in an interest bearing trust account. Payments to the Conveyancers shall be made to either of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration accounts: BANK WINDHOEK LTD - INDEPENDENCE AVENUE TRUST ACCOUNT NO: 102 664 3801 BRANCH CODE: 48 19 72 Or FIRST NATIONAL BANK LTD – INDEPENDENCE AVENUE TRUST ACCOUNT NO: 620 1677 2578 BRANCH CODE: 28 19 72 On date of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration registration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited to, the adjustment shall be paid to the purchase price pursuant SELLER and the interest accrued to Sections 5 and 14 belowthe PURCHASER. All payments in terms hereof shall further be made free of exchange at the address of the Conveyancers as appointed in clause 6 hereof or at such other address or to such a person as the SELLER may nominate in writing.

Purchase Price and Method of Payment. 3.1 The purchase price of the property shall be the amount stated in the information schedule the final extent of which is reflected in the plan of subdivision approved by the Surveyor-General; 3.2 The purchase price shall be the sum referred to in paragraph E of the information Schedule. 3.3 The Purchaser shall pay the purchase price to the Seller’s attorneys on demand thereof. 3.4 The PURCHASER shall pay a deposit referred to in paragraph E in cash, which amount will be deposited in an interest bearing trust account, the interest for the Property is Sixteen Million Five Hundred Thousand DOLLARS benefit of the PURCHASER on acceptance hereof. 3.5 The SELLER shall be entitled to demand payment of the balance purchase price in paragraph E in cash, or alternatively that the PURCHASER secures payment of the balance purchase price by furnishing the SELLER or his attorney with a guarantee or undertaking of a financial institution within 21 days after being requested to do so and No CENTS the said SELLER or his attorney shall be entitled to stipulate to whom and what guarantees are to be issued 3.6 All amounts payable by the Purchaser in terms of this agreement shall be paid to the Seller’s attorneys free of bank charges or commission at Stellenbosch and without deduction or set off by means of a bank guaranteed cheque or a cheque drawn by a registered South African commercial bank. 3.7 The balance of the dwelling price shall be paid to the Seller at various stages of completion of the Dwelling as set out below :- 3.7.1 an installment equivalent to 35% ($16,500,000.00THIRTY FIVE PERCENT) adjustedof the building price for the Dwelling shall be paid on completion of the foundation brickwork level excluding the slab; 3.7.2 an installment equivalent to 40% (FORTY PERCENT) of the building price for the Dwelling on completion of the building structure, roof covered and ceilings installed; 3.7.3 an installment equivalent to 20% (TWENTY PERCENT) of the building price for the Dwelling on completion of the joinery, internal and external doors, sanitary xxxx and wall tiling; 3.7.4 the balance of 5% (FIVE PERCENT) on the completion date after the final painting, floor tiling and carpeting have been completed. 3.8 All payments made by the Purchaser or on behalf of the Purchaser (i.e. by the relevant Financial Institutions, if required, as provided applicable or by the Attorneys in Sections 5 and 14 and terms of clause 3.6) in terms of this clause 3 shall be payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, upon issuing of a copy of this Contract dated certificate issued and signed by Sellerthe architect certifying the amount due and payable to the Seller in accordance with the provision of clause 3.6 above. The First Xxxxxxx Money Deposit shall be held In the event of the Purchaser failing to sign the relevant payment authority, the Purchaser hereby warrants and acknowledges that the Architect has full authority and obligation to act on the Purchaser’s behalf in trust terms of this authority includes the authority of the Architect to sign the relevant bank’s progress draw forms or such other forms as required by the Escrow Agent subject to such agentPurchaser’s standard form of escrow agreement (bonding institution on the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (Purchaser’s behalf. In the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms event of the Escrow Agreement) paid by Buyer Architect not being available to sign the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited tosaid certificate, the adjustment Seller is hereby authorized to the purchase price pursuant to Sections 5 and 14 belowsign same.

Purchase Price and Method of Payment. (a) The purchase price ("Purchase Price") for the Property is Sixteen shall be Eighty-Six Million Five Six Hundred Forty-Eight Thousand DOLLARS Two Hundred Thirty-Eight and No CENTS 00/100 Dollars ($16,500,000.00) adjusted, if required, as provided in Sections 5 and 14 and 86,648,238.00). The Purchase Price shall be payable as follows: (ai) Two Hundred Fifty Thousand DOLLARS One Million and No CENTS 00/100 Dollars ($250,000.001,000,000.00) xxxxxxx as an initial earnest money deposit ("Initial Deposit") by wire-transferred funds xxxx xx Buyer to Escrow Agent upon the execution and delivery hereof. Buyer and Seller shall execute a standard and reasonable form of escrow agreement required by Escrow Agent as a condition to holding the Deposit. (ii) One Million and 00/100 Dollars ($1,000,000.00) as an additional earnest money deposit (the “First Xxxxxxx Money "Second Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC ("), on or before the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration xxxx xxy of the Inspection Period (as hereinafter herein defined) in by wire-transferred funds by Buyer to the event trust account of Escrow Agent, if Buyer elects not to proceed with the purchase of the Property. The Initial Deposit and Second Deposit shall be collectively referred to as the "Deposit". Failure of Buyer to pay the Second Deposit as and when required hereunder shall allow Seller to terminate this Contract Agreement by written notice to Seller Buyer, at any time until receipt and written notice of acceptance of the Second Deposit by Escrow Agent. (iii) The balance of the Purchase Price, plus or minus such amounts resulting from prorations and adjustments required by this Agreement, by wire transfer to the Escrow Agent's trust account no later than the close of business on the day prior to expiration the Closing Date. (b) The Deposit shall be retained or disbursed pursuant to the provisions of this Agreement and when the Inspection PeriodClosing occurs the Deposit will be credited to Buyer on the Closing Statement against the total Purchase Price and paid to Seller. (c) The balance Escrow Agent shall invest the Deposit in federally insured short-term account or accounts reasonably acceptable to Buyer and Seller, the identity of Fifteen Million Five Hundred Thousand DOLLARS which shall be supplied to Buyer and No CENTS Seller. The Escrow Agent may not commingle the Deposit with other funds of Escrow Agent. Interest on the Deposit ($15,500,000.00if any) shall accrue to the benefit of Buyer unless and until the Deposit is released to Seller pursuant to the provisions of this Agreement as a result of the default of Buyer in which event interest shall accrue to the benefit of Seller. (d) The Escrow Agent is acting as a stakeholder only with respect to the Deposit, and if there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be payable delivered, the Escrow Agent may refuse to make delivery and may continue to hold the Deposit until receipt by the Escrow Agent of an authorization in cashwriting, signed by completed bank wire transfer both Seller and Buyer, directing the disposition of federal funds the Deposit; in the absence of any such written authorization, the Escrow Agent shall hold the Deposit until a final determination of the rights of the parties in an appropriate proceeding or shall bring an appropriate action or proceeding for leave to an account designated by Seller, or by way deposit the Deposit in a court of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood competent jurisdiction pending such determination. Seller and the Buyer recognize that the precise amount Escrow Agent' s duties hereunder are only as specifically provided herein and are purely ministerial in nature; and Seller and Buyer therefore agree that the Escrow Agent shall, so long as it acts in good faith, have no liability to either except for its willful misconduct or gross negligence. Seller and Buyer do hereby further indemnify the Escrow Agent against, and agree to hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in discharging its duties hereunder, except with respect to losses or liabilities or costs as a result of cash payable at closing to complete payment fraud or gross negligence of the cash portion Escrow Agent. (e) If Escrow Agent shall so request, Buyer and Seller shall execute an escrow agreement on Escrow Agent's standard forms setting forth in detail the rights, duties and obligations of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited to, the adjustment to the purchase price pursuant to Sections 5 and 14 belowEscrow Agent.

Purchase Price and Method of Payment. 4.1 The purchase price Purchase Price of the Property shall be the amount stated in paragraph E1 of the Information Schedule regardless of the final extent of the Property as reflected on the draft Subdivisional Plan attached marked Annexure ”B” . 4.2 The Construction Price payable for the Dwelling to be erected on the Property is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS shall be the sum referred to in paragraph E2 of the Information Schedule. 4.3 The Purchaser shall pay the Seller’s attorneys the Deposit as stated in paragraph E4 of the Information Schedule within 7 ($16,500,000.00seven) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy signature of this Contract dated and signed by Selleragreement. The First Xxxxxxx Money Deposit Such deposit shall be held in trust by the Escrow Agent subject Seller’s attorneys and invested in an interest bearing account in accordance with the provisions of in s86(4) and s86(5) of the Legal Practice Act 28 of 2014, with 5% of the interest accrued to such agent’s standard form be paid to the Attorneys Fidelity Fund, and the balance thereof to be paid to the purchaser. The provisions of escrow agreement (this clause 4.3 shall constitute authority to the “Escrow Agreement”Conveyancers to invest the deposit in terms of Section 86(4) which Seller and Buyer shall join in and execute and disbursed as set forth below86(5) of the Legal Practice Act 28 of 2014. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) 4.4 The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) the Purchase Price of the Property shall be payable in cashpaid to the Seller on the transfer date. 4.5 Within 21 (twenty one) days after signature of this agreement, by completed bank wire transfer of federal funds to the Purchaser shall furnish the Seller/Builder with an account designated by Seller, or by way of a cashier’s check irrevocable guarantee issued by a state or national banking institution located in Orange County, Florida, it being understood that registered commercial bank for the precise amount of cash payable at closing to complete due payment of the cash portion balance of the purchase price may vary depending of the Property or, in the event of the Purchaser requiring a mortgage bond for purposes of acquiring the Property, within 21 (twenty one) days of securing a mortgage bond as provided for in 8.1 hereunder. 4.6 Alternatively to 4.5 above, the Purchaser shall be entitled to pay into the trust account of the Seller’s attorneys the balance of the purchase price of the Property, to be held by such attorneys in an interest bearing trust account, interest to accrue for the benefit of the Purchaser until the date upon which payment of the applicable adjustments and prorationsrelevant amount falls due to the Seller/Builder. Should the Purchaser elect to deposit the relevant amounts with the attorneys as contemplated aforesaid, includingthe Purchaser shall irrevocably authorise the attorneys to release from the funds so received the payments due to the Seller/Builder in terms of the provisions of this agreement. 4.7 The Purchaser hereby undertakes to provide the Seller’s attorneys with all such information and/or documentation required in order to comply with the Financial Intelligence Centres Act No. 38 of 2001 requirements, which information shall include, but not be limited to, proof of the adjustment Purchaser's Income Tax Registration Number, residential address and certified copies of identity documents , Company or Trust documentation as the case may be. 4.8 The Purchaser hereby acknowledges that he is aware that no monies can be invested as provided for herein until such time as the information required in terms of 4.7 is furnished to the purchase price pursuant Seller’s attorneys. 4.9 All amounts payable by the Purchaser in terms of this agreement shall be paid to Sections 5 the Seller’s attorneys free of bank charges or commission at Cape Town and 14 belowwithout deduction or set off by means of a bank guaranteed cheque or a cheque drawn by a registered South African commercial bank.

Purchase Price and Method of Payment. The Subject to credits, adjustments, surcharges and prorations hereinafter set forth, the base purchase price (the “Purchase Price”) for the Property is Sixteen Million Five Hundred Thousand shall be [____________] DOLLARS and No CENTS ($16,500,000.00___________) adjustedper Lot. The Purchase Price per Lot shall be paid by Buyer to Seller at the Closing (as defined in Section 9) of each Lot purchase, if requiredand shall automatically increase at the rate of six percent (6%) per annum simple interest commencing on the Effective Date until the date of the Closing for such Lot (the “Escalator”). 1 Note – This form contemplates the delivery of finished lots with development facilitated by Hanover. The parties agree and acknowledge that the form shall vary depending on the facts and circumstances of a particular transaction (i.e. - finished lots, as provided in Sections 5 permitted and 14 engineered paper lots, raw land, etc…). The form is intended for example and payable as follows:template purposes. (a) Two Hundred Fifty Thousand DOLLARS and No CENTS Within three ($250,000.003) xxxxxxx money deposit business days of the Effective Date, Buyer shall deliver to Fidelity National Title Insurance Company, Attention Sxx Sobering, 2000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, Telephone: (the “First Xxxxxxx Money Deposit”000) paid by Buyer to Xxxxxx & Xxxxx LLC 000-0000, Email: Sxx.Xxxxxxxx@xxx.xxx (the “Escrow Agent”) within five ), the sum of [$___________] as an exxxxxx money deposit (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Sellerthe “Exxxxxx Money Deposit”). The First Xxxxxxx Exxxxxx Money Deposit shall be held and retained by Escrow Agent in trust accordance with the terms of this Contract in an interest or non-interest bearing account at Buyer’s option, and shall be disbursed by Escrow Agent in accordance with the terms of this Contract. The Exxxxxx Money Deposit shall be held by the Escrow Agent subject and reduced at the time of each Closing hereunder pro rata based on the number of Lots in such Closing and credited to such agent’s standard form of escrow agreement the Purchase Price for each Lot purchased hereunder commencing at the Initial Closing hereunder, until the last and final Closing hereunder (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money DepositFinal Closing”) (collectively as described in Section 9) contemplated hereunder, at which time the First Xxxxxxx remainder of the Exxxxxx Money Deposit shall be credited in favor of Buyer against the Purchase Price at the Final Closing. All interest earned on the Exxxxxx Money Deposit while in escrow shall become part of the Exxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant paid to the terms of the Escrow Agreement) paid by Buyer party entitled to the Escrow Agent within three (3) business days following the Exxxxxx Money Deposit. If Buyer elects to terminate this Contract at any time prior to expiration of the Inspection Period (as hereinafter defineddefined below) in or Buyer does not deliver the event Buyer elects not to terminate this Contract by written notice Approval Notice (as defined below) to Seller prior to expiration of the Inspection Period, Escrow Agent shall immediately, without any further instructions, return the Exxxxxx Money Deposit to Buyer and, except for any obligations that expressly survive termination of this Contract, neither party shall have any further obligation or liability hereunder. (cb) The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) Purchase Price per Lot shall be payable in cash, paid to Seller by completed bank Buyer through Escrow Agent at the time of each Closing hereunder by federal funds wire transfer of federal or other immediately available funds acceptable to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited to, the adjustment to the purchase price pursuant to Sections 5 and 14 below.

Purchase Price and Method of Payment. A. The purchase price Purchase Price for the Property is Sixteen Million Five Hundred Thousand DOLLARS above purchase shall be $35,000 USD to be paid in cash and No CENTS shares of restricted stock of GFY. ($16,500,000.00) adjustedwhich may be traded in accordance with SEC Rule 144), if requiredplus the execution of Consulting Agreement between Buyer and Xxxxx Xxx at terms previously agreed upon. Payment of said Purchase Price shall be by the delivery by Buyer, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receiptof the date hereof, by into escrow cash over time, plus a number of shares of restricted stock of the Buyer, that equals the sum of a copy $15,000.00 based on the lowest bid price of this Contract dated and signed by Sellerthe Corporation's common stock as quoted on the Electronic Bulletin Board the day prior to closing. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon shall be as follows: Buyer will deposit into escrow the sum of $5000 on the 15th day of each of the next four months following the Closing. The method of distribution of the shares, liquidations of same and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. In the event the shares delivered to and sold by the Shareholders (after the expiration of applicable adjustments and prorations, including, but not limited to, the adjustment holding periods) pursuant to the purchase price pursuant terms of this Agreement fail to Sections 5 gross a total of $15,000, Buyer shall within five (5) business days of notice of this event, and 14 belowsubject to demand under the terms of this Agreement, deliver a sufficient number of additional shares in order to deliver to Seller for distribution any remaining balance of the $15,000. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price. In the event the Shareholders have not received realized proceeds from stock issuances or liquidations equal the Purchase Price., Seller shall give Buyer written notice thereof (along with proof of sale and confirmation of proceeds received therefore) and the Buyer shall, in its sole discretion, deliver to Seller either the cash difference or additional restricted shares of sufficient value that the balance should satisfy the shortfall, and said process shall continue until the Seller have received full payment of the Purchase Price.

Purchase Price and Method of Payment. The purchase price for the Property is Sixteen Million Five Hundred Thousand DOLLARS prtce and No CENTS ($16,500,000.00) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money Deposit”) paid by Buyer to Xxxxxx & Xxxxx LLC (the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms absorption schedule of the Escrow Agreement) paid by Buyer to the Escrow Agent within three (3) business days following the expiration of the Inspection Period (as hereinafter defined) Lots shall xxxx desaibed in the event Buyer elects not to terminate this Contract by written notice to Exhibit The Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thousand DOLLARS will be responsible for all capacity fees, "off-site" assessments and No CENTS ($15,500,000.00) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the cash portion of the purchase price may vary depending upon the applicable adjustments and prorationsuser fees, including, but not limited to, 'road impact' fees, 'park impact' fees, "school impacr fees and •off site improvemenr fees. Purchaser shall pay sewer and water connection fees in the adjustment amount defined by Spartanburg County or rrunicipallty. Deposits: Initial: Four Hundred Sixty-Eight Thousand Dollars ($468,000.00). As a good faith deposit, Purchaser will provide the Escrow Agent, within five (5) business days of the Effective Date, and subject to the purchase price pursuant contemporaneous recordation of the secured lien for the to1al xxxxxxx money deposit, an xxxxxxx money deposit of Four Hundred Sixty-Eight Thousand Dollars ($468,000), which the Seller may access once lhe secured lien is recorded. Additional Deposit: Two Hundred Thirty Four Thousand Dollars ($234,000). As a second good faith deposit, Purchaser will provide the Escrow Agent, within five (5) business days the completion of dealing, grading, storm water, water and samary sewer installation a deposit, immediately accessible, subject to Sections 5 all of the aforementioned development actions taking place. Cash deposit for the single family and/or townhome Lots shaU be credited on the settlement statement on a pro rata basis based on the number of Lots purchased at each Closing. It is understood by all parties that Purchaser shall have a secured second lien (which combined the single famUy and 14 belowtownhome deposits under a single mortgage) in the amount of Seven Hundred Two Thousand Dollars ($702,000.00) against the property located in Exhibit "A'. This lien is subordinate to any national or state chartered first Hen mortgage holder, and shall be recorded prior to the release of deposit funds from Purchaser to Seller. Partial release of Purchaser's Mortgage shall occur at each Lot Takedown in accordance with the pro rata per Lot credit.

Purchase Price and Method of Payment. 2.1 The purchase price for the Property is Sixteen (including Seller’s interests in the Government Lease as aforesaid) shall be Five Million Five Two Hundred Sixty Four Thousand DOLLARS and No CENTS 00/100 Dollars ($16,500,000.005,264,000) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money DepositPurchase Price”) paid ). 2.2 The Purchase Price shall be payable by Buyer to Xxxxxx & Xxxxx LLC (wire transfer of immediately available funds of which the “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money Deposit shall be held in trust by the Escrow Agent a part, subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller prorations and Buyer shall join in and execute and disbursed adjustments as are set forth belowhereinafter. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within 2.3 Within three (3) business days following the Effective Date, Purchaser shall deposit with Tri-State Commercial Closings, Inc., located at 1000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 (“Escrow Agent”) in cash, Two Hundred Thirty Five Thousand and 00/100 Dollars ($235,000) (the “Initial Deposit”) (as used herein, the term “Deposit” shall include the aforesaid Initial Deposit, the Supplemental Deposit (below defined), and all interest earned on the Initial Deposit and Supplemental Deposit). Within three (3) business days following expiration of the Inspection Period (below defined), Purchaser shall deposit with the Escrow Agent the additional sum as hereinafter defined) in shall be necessary to increase the event Buyer elects not Deposit to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Four Hundred Seventy Thousand DOLLARS and No CENTS Dollars ($15,500,000.00470,000) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, (it being understood that if the precise amount Purchaser shall fail to make such additional deposit in accordance with the foregoing provisions then Purchaser shall have been deemed to have elected to terminate this Agreement by reason of cash payable its rights during the Inspection Period and the Initial Deposit together with all interest earned thereon shall be returned by the Escrow Agent to the Purchaser without any further act of Seller). The Escrow Agent shall not be liable for any acts or omissions at closing to complete payment any time unless caused by the gross negligence or willful malfeasance of the cash portion Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited toDeposit, the adjustment Escrow Agent shall: (a) hold the Deposit until the Escrow Agent has received releases signed by all parties to the purchase price pursuant transaction authorizing disposition of the Deposit, or (b) hold the Deposit until such time as one of the parties to Sections 5 the transaction files suit and 14 belowthe court in which the suit is filed orders the disbursement of the Deposit, or (c) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the Deposit, 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 have any further right, claim, demand, or action against the Escrow Agent. In the event 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 the Escrow Agent as a result thereof, provided that such litigation does not result in a judgment against the Escrow Agent for acting improperly under this Agreement.

Purchase Price and Method of Payment. 2.1 The purchase price for the Property is Sixteen (including Seller’s interests in the Government Lease as aforesaid) shall be Five Million Five Nine Hundred Thirty Six Thousand DOLLARS and No CENTS 00/100 Dollars ($16,500,000.005,936,000) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) xxxxxxx money deposit (the “First Xxxxxxx Money DepositPurchase Price”). 2.2 The Purchase Price shall be payable by Purchaser as follows: (i) paid by Buyer Purchaser shall assume the indebtedness outstanding as of the Closing Date owed to Xxxxxx & Xxxxx LLC GMAC Commercial Mortgage Corporation (the “Escrow AgentLender”) within five and secured by the Property, as more particularly described in Section 3.20 below (5the “Existing Indebtedness”), and (ii) business days following receipt, the balance after application of the assumption amount described in (i) above shall be paid by Buyerwire transfer of immediately available funds, of a copy of this Contract dated and signed by Seller. The First Xxxxxxx Money which the Deposit shall be held in trust by the Escrow Agent a part, subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller prorations and Buyer shall join in and execute and disbursed adjustments as are set forth belowhereinafter. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) xxxxxxx money deposit (the “Second Xxxxxxx Money Deposit”) (collectively the First Xxxxxxx Money Deposit and the Second Xxxxxxx Money Deposit are referred to herein as the “Xxxxxxx Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within 2.3 Within three (3) business days following the Effective Date, Purchaser shall deposit with Tri-State Commercial Closings, Inc., located at 1000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 (“Escrow Agent”) in cash, Two Hundred Sixty Five Thousand Dollars ($265,000) (the “Initial Deposit”) (as used herein, the term “Deposit” shall include the aforesaid Initial Deposit, the Supplemental Deposit (below defined), and all interest earned on the Initial Deposit and Supplemental Deposit). Within three (3) business days following expiration of the Inspection Period (below defined), Purchaser shall deposit with the Escrow Agent the additional sum as hereinafter defined) in shall be necessary to increase the event Buyer elects not Deposit to terminate this Contract by written notice to Seller prior to expiration of the Inspection Period. (c) The balance of Fifteen Million Five Hundred Thirty Thousand DOLLARS and No CENTS Dollars ($15,500,000.00$530,000) shall be payable in cash, by completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, (it being understood that if the precise amount Purchaser shall fail to make such additional deposit in accordance with the foregoing provisions then Purchaser shall have been deemed to have elected to terminate this Agreement by reason of cash payable its rights during the Inspection Period and the Initial Deposit together with all interest earned thereon shall be returned by the Escrow Agent to the Purchaser without any further act of Seller). The Escrow Agent shall not be liable for any acts or omissions at closing to complete payment any time unless caused by the gross negligence or willful malfeasance of the cash portion Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the purchase price may vary depending upon the applicable adjustments and prorations, including, but not limited toDeposit, the adjustment Escrow Agent shall: (a) hold the Deposit until the Escrow Agent has received releases signed by all parties to the purchase price pursuant transaction authorizing disposition of the Deposit, or (b) hold the Deposit until such time as one of the parties to Sections 5 the transaction files suit and 14 belowthe court in which the suit is filed orders the disbursement of the Deposit, or (c) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the Deposit, 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 have any further right, claim, demand, or action against the Escrow Agent. In the event 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 the Escrow Agent as a result thereof, provided that such litigation does not result in a judgment against the Escrow Agent for acting improperly under this Agreement.