Common use of PURCHASE PRICE AND PAYMENT THEREOF Clause in Contracts

PURCHASE PRICE AND PAYMENT THEREOF. The aggregate purchase price for the Assets (the "Purchase Price") shall be $140,000.00. Each Seller hereby acknowledges that a downpayment in the amount of $25,000.00 has been made on the Purchase Price. A portion of the remaining $115,000.00 portion of the Purchase Price (the "Remaining Amount") shall be paid to Sellers, on a cumulative basis, by the dates set forth opposite to the figures for such cumulative portions in Table I immediately below: TABLE I Cumulative Portion of Date by which Cumulative Remaining Amount Portion Must be Paid $10,000 August 3, 1998 $20,000 August 15, 1998 $30,000 September 15, 1998 $115,000 October 15, 1998 The Remaining Amount shall be paid, at Purchaser's election, either in cash, in shares of Common Stock, or in some combination thereof. The Remaining Amount shall be reduced and be deemed paid by (a) the amount of cash tendered by Purchaser, (b) the sales proceeds of any shares of Common Stock tendered by Purchaser and sold by either Seller, and (c) by the product of (i) the number of shares of Common Stock which Purchaser indicates, in a written notice (a "Notice to Sell") given to Sellers pursuant to this Section 1.3 by fax to Sellers' fax number ______________________, that Purchaser wants Sellers to sell, multiplied by (ii) the closing price of the Common Stock on the day Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed on or before 12:00 p.m. Central time) or the closing price of the Common Stock on the day after Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed after 12:00 p.m. Central time); provided, however, that if either Seller sells any shares of Common Stock within 24 hours after Purchaser gives a Notice to Sell then the Remaining Amount shall be reduced and be deemed paid only by the amount provided for in subsection (b) immediately preceding and not the amount provided for in subsection (c) immediately preceding. In order to assist in maintaining an orderly market for the Common Stock and to assist in assuring the best price for the Common Stock, each Seller hereby agrees not to offer any shares of Common Stock in a manner that would cause, and not take any action that would cause, the bid price for the Common Stock to be lowered, and each Seller hereby agrees always to act through a brokerage firm acting as agent for such Seller in connection with the sale of any Common Stock issued pursuant hereto.

PURCHASE PRICE AND PAYMENT THEREOF. The aggregate purchase price for the Business and the Assets shall be three million US dollars ($3,000,000.00) in Securities as described in this Section 1.3 below, reduced dollar for dollar by the "amount of the Post-Closing Adjustment (as defined and described in Section 1.5 below) (as adjusted and reduced, the “Purchase Price") ”). The Purchase Price shall be $140,000.00. Each paid by Purchaser by issuing and delivering Securities to Seller hereby acknowledges that a downpayment and/or Seller’s designees as follows: (i) on or before the expiration of 3 business days following the Closing Date, Purchaser shall issue and deliver (collectively, the “Closing Delivered Securities”) (A) two (2) million US Dollars in Securities (“First Tranche Securities”) valued at the Share Price (as defined below), less the amount of $25,000.00 has been made on 300,000.00, each Security being issued by the Purchase Price. A portion of the remaining $115,000.00 portion of the Purchase Price Purchaser unregistered and restricted, and (B) one (1) million US Dollars in Securities (the "Remaining Amount"“Second Tranche Securities”) shall be paid to Sellersat the Share Price, on a cumulative basis, by the dates set forth opposite to the figures for such cumulative portions in Table I immediately below: TABLE I Cumulative Portion of Date by which Cumulative Remaining Amount Portion Must be Paid $10,000 August 3, 1998 $20,000 August 15, 1998 $30,000 September 15, 1998 $115,000 October 15, 1998 The Remaining Amount shall be paid, at Purchaser's election, either in cash, in shares of Common Stock, or in some combination thereof. The Remaining Amount shall be reduced and be deemed paid by (a) less the amount of cash tendered by Purchaser$450,000.00, each Security being unregistered, restricted and subject to a lock-up period of eighteen (b18) months from the sales proceeds Closing Date or the date that is six (6) months after the transfer of any shares of Common Stock tendered by the Securities, whichever is later; (ii) on April 1, 2015, Purchaser shall issue and sold by either Seller, and (c) by the product of (i) deliver the number of shares First Tranche Securities (if any) at the Share Price equal to $300,000.00 less the Post-Closing Adjustment; and (iii) on the one-year anniversary of Common Stock which the Closing Date, Purchaser indicates, in a written notice shall issue and deliver the number of Second Tranche Securities (a "Notice if any) at the Share Price equal to Sell"$450,000.00 (the “Holdback Securities”) given to Sellers less any offsets for Purchaser’s claims for indemnification as an Indemnitee pursuant to this Section Article IV below. The First Tranche Securities will be delivered to Seller and/or its designees set forth on Schedule 1.3 by fax and the Second Tranche Securities will be delivered to Sellers' fax number ______________________Seller and/or those designees of Seller which are set forth on a Second Tranche Designee Notice which Seller shall provide, that at its election, to Purchaser wants Sellers at least thirty (30) days prior to sell, multiplied by (ii) the closing price one-year anniversary of the Common Stock on the day Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed on or before 12:00 p.m. Central time) or the closing price of the Common Stock on the day after Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed after 12:00 p.m. Central time)Closing Date; provided, however, that Purchaser shall issue Securities to such designees only if either Seller sells any shares such issuance of Common Stock within 24 hours after the Securities to such designees is valid under state and federal securities laws and the designees provide Purchaser gives a Notice with such information as Purchaser reasonably requests to Sell then confirm such issuances comply with the Remaining Amount law including the representations in Section 2.1(q) below. The final number of Securities to be issued, and the related value per each such Security (the “Share Price”), shall be reduced and be deemed paid only by determined using the amount provided for in subsection (b) immediately preceding and not the amount provided for in subsection (c) immediately preceding. In order to assist in maintaining an orderly market for the Common Stock and to assist in assuring the best average daily closing price for the Common Stock, each Seller hereby agrees not to offer any shares of Common Stock in a manner that would cause, and not take any action that would cause, the bid price Securities for the Common Stock to ten (10) business days immediately preceding the Closing Date (whether the Securities are issued and delivered as Closing Delivered Securities, First Tranche Securities issued and delivered on April 1, 2015, or Holdback Securities issued and delivered on the one-year anniversary of the Closing Date), provided that the Share Price of each Security shall not be lowered, and each Seller hereby agrees always to act through a brokerage firm acting as agent for such Seller in connection with the sale of any Common Stock issued pursuant heretoless than $0.13 nor more than $0.20.

PURCHASE PRICE AND PAYMENT THEREOF. 2.1 The aggregate purchase price (the “Purchase Price”) for all of the Projects, as well as the Inventory and MH Contracts, is the sum of Sixty Eight Million Six Hundred Thousand and No/Dollars ($68,600,000.00), which is allocated among the Projects as follows: (i) Thirty Two Million Five Hundred Thousand and No/Dollars ($32,500,000.00) for the Assets Worthington Arms Manufactured Housing Community, Catalina Manufactured Housing Community and Candlewick Court Manufactured Housing Community (the "“Tranche One Communities”), and (ii) Thirty Six Million One Hundred Thousand and No/Dollars ($36,100,000.00) for the Mxxxxxx Manufactured Housing Community, Wxxxx Edge Manufactured Housing Community and Holiday Village Manufactured Housing Community (the “Tranche Two Communities”). The Purchase Price") , adjusted as provided in this Agreement and the Asset Purchase Agreement and allocated among all of the Projects pursuant to Section 2.2 below, shall be $140,000.00. Each Seller hereby acknowledges that a downpayment in the amount of $25,000.00 has been made payable by Purchaser to Sellers on the Purchase Price. A portion applicable Closing Date (as herein defined) by certified or cashier’s check or wire transfer of immediately available funds to the remaining $115,000.00 portion Sellers’ designated financial institution. 2.2 The Seller shall prepare an allocation of the Purchase Price (and all other capitalized costs) among the "Remaining Amount") Land, Improvements, Personal Property, Inventory and MH Contracts on a per Project basis and the membership interests in the companies being sold by Seller hereunder, if applicable, in accordance with Code §1060 and Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be paid binding upon Purchaser. Seller shall deliver such allocation to Sellers, on a cumulative basis, by Purchaser during the dates set forth opposite to Investigation Period and Seller and Purchaser shall agree upon such allocation during the figures for such cumulative portions in Table I immediately below: TABLE I Cumulative Portion of Date by which Cumulative Remaining Amount Portion Must be Paid $10,000 August 3, 1998 $20,000 August 15, 1998 $30,000 September 15, 1998 $115,000 October 15, 1998 The Remaining Amount shall be paid, at Purchaser's election, either in cash, in shares of Common Stock, or in some combination thereof. The Remaining Amount shall be reduced and be deemed paid by (a) the amount of cash tendered by Purchaser, (b) the sales proceeds of any shares of Common Stock tendered by Purchaser and sold by either Seller, and (c) by the product of (i) the number of shares of Common Stock which Purchaser indicates, in a written notice (a "Notice to Sell") given to Sellers pursuant to this Section 1.3 by fax to Sellers' fax number ______________________, that Purchaser wants Sellers to sell, multiplied by (ii) the closing price of the Common Stock on the day Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed on or before 12:00 p.m. Central time) or the closing price of the Common Stock on the day after Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed after 12:00 p.m. Central time)Investigation Period; provided, however, that if either Seller sells any shares of Common Stock within 24 hours after Purchaser gives a Notice to Sell then the Remaining Amount shall such allocation will be reduced and be deemed paid only by the amount provided for in subsection (b) immediately preceding and not the amount provided for in subsection (c) immediately preceding. In order to assist in maintaining an orderly market for the Common Stock and to assist in assuring the best price for the Common Stock, each Seller hereby agrees not to offer any shares of Common Stock in a manner that would cause, and not take any action that would cause, the bid price for the Common Stock to be lowered, and each Seller hereby agrees always to act through a brokerage firm acting as agent for such Seller adjusted at Closing in connection with Section 3.01 of the Asset Purchase Agreement. Seller, Purchaser and their affiliates shall report, act, and file tax returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Where applicable, Purchaser shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as Seller may reasonably request in preparing such allocation. Neither Seller nor Purchaser shall take any position (whether in audits, tax returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable law. 2.3 The sum of One Million and 00/100 Dollars ($1,000,000.00) (the “Initial Deposit”) shall be placed by Purchaser in escrow within 48 hours of the execution of this Agreement by both parties, and the sum of Two Million Six Hundred Ten Thousand and 00/100 Dollars ($2,610,000.00) (the “Additional Deposit,” together with the Initial Deposit, the “Deposit”) shall be placed by Purchaser in escrow sixty (60) days after the Effective Date. The Deposit shall be placed in escrow with Title Source, Inc., 600 Xxxxxxxx Xxx., 9th Floor, Detroit, Michigan 48226, (the “Title Company”), as an exxxxxx money deposit pursuant to that certain form escrow agreement attached hereto as Exhibit D (the “Escrow Agreement”), and shall be applied to the Purchase Price upon the Tranche Two Closing (as defined herein) or retained or refunded in accordance with the terms of this Agreement. The Initial Deposit shall remain immediately refundable to Purchaser if this Agreement is terminated prior to the expiration of the Investigation Period. The Initial Deposit shall become non-refundable upon the expiration of the Investigation Period and the Additional Deposit shall be non-refundable upon delivery into escrow, unless this Agreement is terminated by a default of Seller or as otherwise provided in this Agreement. 2.4 Purchaser and Sellers hereby agree and acknowledge that at the Tranche One Closing (as defined herein), Escrow Agent shall hold in escrow the amount of Two Million Seven Hundred Fifty Thousand and No/Dollars ($2,750,000.00) (the “Property Tax Escrow”) from the Seller’s net sale of any Common Stock issued proceeds pursuant heretoto a Property Tax Escrow Agreement in the form attached hereto as Exhibit N, which will be entered into at Tranche One Closing among Purchaser, Sellers and Escrow Agent (the “Property Tax Escrow Agreement”).

PURCHASE PRICE AND PAYMENT THEREOF. 5.1 The aggregate purchase price for the Assets (the "Purchase Price") shall be $140,000.00. Each Seller hereby acknowledges that a downpayment in is the amount of $25,000.00 has been made on the Purchase Price. A portion of the remaining $115,000.00 portion of the Purchase Price R (the "Remaining Amount"figures) shall be paid to Sellers, on a cumulative basis, by the dates set forth opposite to the figures for such cumulative portions (purchase price in Table I immediately below: TABLE I Cumulative Portion of Date by which Cumulative Remaining Amount Portion Must be Paid $10,000 August 3, 1998 $20,000 August 15, 1998 $30,000 September 15, 1998 $115,000 October 15, 1998 The Remaining Amount shall be paid, at Purchaser's election, either in cash, in shares of Common Stock, or in some combination thereof. The Remaining Amount shall be reduced and be deemed paid by (awords) the amount of cash tendered by Purchaser, (b) the sales proceeds of any shares of Common Stock tendered by Purchaser and sold by either Seller, and (c) by the product of (i) the number of shares of Common Stock which Purchaser indicates, in a written notice (a "Notice to Sell") given to Sellers pursuant to this Section 1.3 by fax to Sellers' fax number __________________________________________________________ _________________________________________________________________ RAND) payable in full against registration of transfer of the PROPERTY in the name of the PURCHASER. 5.2 It is recorded that if Valued Added Tax is payable by the SELLER to South African Revenue Services on the purchase price in terms hereof, that Purchaser wants Sellers the purchase price excludes Value Added Tax in the percentage applicable as at the date of signature of this agreement in relation to sellthe full purchase price amount thereof, multiplied which is payable by (ii) the closing PURCHASER in addition to the purchase price referred to in clause 5.1. 5.3 The full purchase price of the Common Stock on the day Purchaser gives the Notice to Sell to Sellers PROPERTY, inclusive of Value Added Tax, if applicable, shall be paid in full as follows: 5.3.1 A deposit of R (if the Notice to Sell is faxed on or before 12:00 p.m. Central timefigures) or the closing price (WORDS = xxxx) of the Common Stock on the day after Purchaser gives the Notice to Sell to Sellers (if the Notice to Sell is faxed after 12:00 p.m. Central time); provided, however, that if either Seller sells any shares of Common Stock within 24 hours after Purchaser gives a Notice to Sell then the Remaining Amount purchase price shall be reduced and be deemed paid only to the transferring attorney’s trust account by the amount provided for PURCHASER immediately the PURCHASER is advised that their bid has been accepted, which the transferring attorney shall hold in subsection trust until registration of transfer of the PROPERTY in the name of the PURCHASER or shall invest in an interest bearing account, with the interest accruing to the PURCHASER who acknowledges that he or she shall sign a document recording his election in this regard forthwith upon request by the transferring attorney. 5.3.2 The balance of the purchase price shall be paid in full within 7 (bSEVEN) immediately preceding days of the final signature to these conditions of the sale (either through Electronic Funds Transfer – EFT or being secured through the means of a bond) against registration of transfer of the PROPERTY in the name of the PURCHASER and not shall, in the amount provided for interim, be secured by either through EFT or by a Bankers XXXX XXXXX CONFIRMATION WITHIN 7 (SEVEN) BUSINESS DAYS FROM DATE OF FINAL SIGNATURE TO THESE CONDITIONS OF SALE. Thereafter in subsection the event of a xxxx xxxxx, to be followed by a Bankers guarantee which is acceptable to the SELLER, to be delivered to the Transferring Attorney’s within 14 (cFOURTEEN) immediately preceding. business days from date of final signature and acceptance of the offer by the SELLER. 5.3.3 In order to assist in maintaining an orderly market for the Common Stock and to assist in assuring the best price for the Common Stock, each Seller hereby agrees not to offer any shares event of Common Stock in a manner that would cause, and not take any action that would causeCASH TRANSACTION, the bid PURCHASER undertakes to pay into the Attorneys Trust Account the full purchase price, VAT if applicable and commission due to Vital Properties within 2 (TWO) business days of acceptance by the SELLER except in the event that a separate agreement / mandate has been concluded in this regard. The agreement shall be of no force and / or effect if payment is not made within 2 (TWO) business days of acceptance. 5.3.4 With regard to the investment of deposits, all cash deposits paid via electronic funds transfer (EFT) in terms hereof shall be held in trust and shall be invested in an interest-bearing account by the transferring attorneys with a recognized financial institution pending registration of the transfer and all interest which accrues thereon shall accrue to the PURCHASER. 5.3.5 The PURCHASER hereby confirms and provides authorization that the funds effected by way of deposit and / or purchase price effected prior to registration of the transfer can be utilized for payment of outstanding rates, utilities and / or levies in the Common Stock event of the circumstances necessitating this assistance. The PURCHASER hereby confirms that no other notification is necessary. The transferring attorneys are hereby authorised to facilitate these necessary payments if so required. 5.3.6 The PURCHASER hereby confirms that the commission due to Vital Properties may be lowered, and each Seller hereby agrees always to act through a brokerage firm acting as agent for such Seller in connection with deducted from the sale of any Common Stock issued pursuant heretodeposit payment made. No further consent is required.