Common use of Purchase Price; Deposit Clause in Contracts

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (together with any accrued interest thereon, the “Initial Deposit”, ” and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, collectively the “Deposit”) shall, within five (5) business days after of the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent ) (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-federally- insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for purchasepricefor the Property is __ AND 00/100 DOLLARS ($ $__ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ $____ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the ““ Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the ““ Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Xxxxxx Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:: AND 00/100 (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (together with any accrued interest thereon, the “Initial Deposit”, ” and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, collectively the “Deposit”) shall, within five (5) business days after of the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent ) (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-federally- insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Xxxxxx Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS shall be Two Million Two Hundred Fifty Thousand ($ $2,250,000.00) Dollars (the “"Purchase Price”"), . The Purchase Price shall be payable by Buyer to Seller as follows: a. With respect to Parcel 1, an xxxxxxx money deposit of Twenty Five Thousand (i$25,000.00) TEN PERCENT Dollars (10%"Deposit") of the Purchase Price shall be delivered in escrow to Buyer's attorneys, Drinker Xxxxxx & Xxxxx LLP, (which is equal to $ in such capacity, "Escrow Agent") (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Datedate of this Contract, which shall be deposited by Purchaser with the Title Company in an interest-bearing account. b. With respect to Parcel 2, an xxxxxxx money deposit of Twenty Five Thousand (as hereinafter defined)$25,000.00) Dollars ("Deposit") shall be delivered in escrow to Buyer's attorneys, as escrow agent Drinker Xxxxxx & Xxxxx LLP, (in such capacity, the “"Escrow Agent”") by wire transfer within five (5) business days after the date of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller Contract, which shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth deposited in this Agreement. The Deposit shall be held in a non-an interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account bearing account. c. The balance of the Purchase Price and credited (subject to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in herein) shall be payable on the date of Closing of title to the Property by cashier's or certified check payable to Seller or by attorney trust fund or title company check payable to Seller, or, at Seller's election, by wire transfer to a financial institution designated by Seller. d. All parties agree to be bound by the attached “Joinder by Escrow Agent” to be executed by Xxxxxx Agent following the parties execution of this Agreement, the balance of the contract. e. The Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal fundsallocated between Parcel 1 and Parcel 2 as follows: Parcel 1 $1,550,000. Parcel 2 $700,000. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) 3.1 The total purchase price ("Purchase Price") for the Property is AND 00/100 DOLLARS shall be Sixteen Million Two Hundred Seventy Five Thousand Dollars ($ ) (the “Purchase Price”$16,275,000.00), payable which shall be paid by Purchaser, as follows: 3.1.1 On the date hereof, Purchaser shall deliver to Fidelity National Title Company (i"Escrow Agent" or the "Title Company") TEN PERCENT a deposit in the sum of Two Hundred Fifty Thousand and no/100 Dollars (10%$250,000.00), in cash, (such sum being hereinafter referred to and held as the "Deposit"). Purchaser shall also deliver a quitclaim deed to the Escrow Agent in the form attached as Exhibit 3.1. 1. Purchaser and Seller each approve the form of Escrow Agreement attached as Exhibit B. 3.1.2 The Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms hereof. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase agreements as Escrow Agent, in its discretion, deems suitable, (provided that Escrow Agent shall invest the Deposit as jointly directed by Seller and Purchaser should Seller and Purchaser each in their respective sole discretion determine to issue such joint investment instructions to the Escrow Agent) and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit, as set forth below. 3.1.3 If the sale of the Property is closed by the date fixed therefor (or any extension date provided for by the mutual written consent of the parties hereto, given or withheld in their respective sole discretion), monies held as the Deposit shall be applied toward the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and paid over to the extent delivered Seller) on the Date of Closing. If the sale of the Property is not closed by Purchaser, collectively, the “Deposit”date fixed therefor (or any such extension date) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer owing to failure of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute satisfaction of a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice condition precedent to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement's obligations, the Deposit shall be paid to Seller on account of the Purchase Price returned and credited refunded to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations , and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent neither party shall have no obligation any further liability hereunder, subject to either Seller or Purchaser with respect to the Deposit and except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personfor Purchaser's liability under Section 5.3.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”)Promptly, payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if but in any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, event within five (5) business three days after from the Effective Date, the Parties shall enter into the Escrow Agreement and Purchaser shall deposit with the Escrow Agent the sum of $6,600,000.00 (the “Deposit Amount”), which will be deposited either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser with pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Title Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as hereinafter definedcompensation and consideration for entering into this Agreement), as escrow agent or (in such capacityc) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser Agent to timely deliver release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaserits terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be refundable to Purchaser only released to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account Company by the Escrow Agent in accordance with this Agreement pending the consummation terms of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The Subject to the terms and conditions contained in this Agreement, the applicable Sellers agree to sell to the applicable Buyers, and the applicable Buyers agree to purchase price from the applicable Sellers, the Properties as set forth on the Seller and Buyer Information Schedule for the Property is an amount equal to ONE BILLION THREE HUNDRED TWENTY MILLION AND 00/100 NO/100 DOLLARS ($ $1,320,000,000.00) (the “Purchase Price”), subject to prorations and adjustments as provided in Section 2.5 below, Section 2.6 below, Section 10.1 below (and related Schedule 10.1) and such other prorations and adjustments expressly provided for herein. The Allocated Purchase Price for each Property is as set forth on the Seller and Buyer Information Schedule. (b) Buyer has deposited (or caused to be deposited) in escrow with Deposit Escrow Agent the sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) (the “Deposit”) in an account specified by the Deposit Escrow Agent. The Deposit shall be nonrefundable (except as otherwise provided in this Agreement) when paid to the Deposit Escrow Agent and shall be delivered to and held by Deposit Escrow Agent pursuant to the terms, covenants and conditions of this Agreement. Any interest earned by investment of the Deposit shall be considered as part of the Deposit. The Purchase Price shall be payable as follows: (i) TEN PERCENT In the event of a single Closing hereunder: A. Provided the Closing occurs as contemplated by this Agreement, at Buyer’s option at Closing (10%1) the Deposit (including the portion thereof comprising interest) shall be paid to the Sellers and credited against the Purchase Price at Closing; (2) the Deposit (excluding the portion thereof comprising interest) shall be paid to the Sellers and credited against the Purchase Price, and the Deposit Escrow Agent shall wire any interest earned on the Deposit to the Buyers (or as directed by the Buyers) promptly after Closing when such interest has been finally determined; or (3) the Deposit (including the portion thereof comprising interest) shall be refunded and repaid to Buyers (or as directed by Buyers) so long as Buyers shall increase the amount paid by Buyers into escrow pursuant to Section 2.1(b)(i)B below by FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00); and B. ONE BILLION TWO HUNDRED EIGHTY MILLION AND NO/100 DOLLARS ($1,280,000,000.00), representing the balance of the Purchase Price payable at Closing, subject to the post-Closing payment to Buyers of any interest earned on the Deposit pursuant to Section 2.1(b)(i)(A), subject to adjustments and prorations as provided in Section 2.5, Section 2.6 below, Section 10.1 below (which is equal to $ and related Schedule 10.1) (the “Initial Deposit”and such other prorations and adjustments expressly provided for herein, and together with the Additional Deposit (as hereinafter defined), if any and subject to the extent delivered by Purchaser, collectivelyescrow of any other amounts pursuant to the terms of this Agreement. At the Closing, the “Deposit”) shall, within five (5) business days after Deposit Escrow Agent will release the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined)Purchase Price, as escrow agent (in such capacityso adjusted, and make the “Escrow Agent”) applicable payments on the flow of funds Section on the Closing Statement, by wire transfer of immediately available funds. Failure by Purchaser to timely deliver funds as specified on the Deposit in accordance with this flow of funds Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to on the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneyClosing Statement. (ii) Subject In the event of more than one Closing hereunder, at each Closing: A. At Buyer’s option at each such Closing, (1) a portion of the Deposit equal to the prorations product of (x) $40,000,000 and adjustments set forth in this Agreement, (y) (the balance Allocated Purchase Price of the Purchase Price Property(ies) being conveyed at such Closing divided by $1,320,000,000) (the “Allocated Deposit”), together with the portion thereof comprising interest, shall be paid to Seller the Sellers and credited against the Allocated Purchase Price at Settlement Closing; (2) the Allocated Deposit (excluding the portion thereof comprising interest) shall be paid to the Sellers and credited against the Allocated Purchase Price, and the Deposit Escrow Agent shall wire any interest earned on the Allocated Deposit to the Buyers (or as directed by the Buyers) promptly after Closing when such interest has been finally determined; or (3) the Allocated Deposit (including the portion thereof comprising interest) shall be refunded and repaid to Buyers (or as directed by Buyers) so long as Buyers shall increase the amount paid by Buyers into escrow pursuant to Section 2.1(b)(ii)B below by the amount of the Allocated Deposit; and B. The balance of the Allocated Purchase Price payable at Closing, subject to the post-Closing payment to Buyers of any interest earned on the Allocated Deposit pursuant to Section 2.1(b)(ii)A, subject to adjustments and prorations as provided in Section 2.5, Section 2.6 below, Section 10.1 below (and related Schedule 10.1) and such other prorations and adjustments expressly provided for herein, and subject to the escrow of any other amounts pursuant to the terms of this Agreement. At the Closing, the Deposit Escrow Agent will release the Allocated Purchase Price, as so adjusted, and make the applicable payments on the flow of funds Section on the Closing Statement, by wire transfer of immediately available federal fundsfunds as specified on the flow of funds Section on the Closing Statement. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Land and the Improvements, and (ii) the Personal Property as may be determined by mutual agreement of Seller and Purchaser prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code as set forth on Exhibit L (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows: (ia) TEN PERCENT No later than 3:00 p.m. Central Standard Time on the date one (10%1) Business Day after the Effective Date, Purchaser shall deposit with the Escrow Company, as escrow agent, the amount of Three Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($3,562,500.00) by a wire transfer of immediately available United States of America funds as an xxxxxxx money deposit (together with the Purchase Price (which is equal to $ ) (interest earned thereon, the “Initial Deposit”). In the event Purchaser does not deposit the Initial Deposit on or before 3:00 p.m. Central Standard Time on the first (1st) Business Day following the Effective Date, and this Agreement shall automatically terminate, whereupon the parties hereto shall be released from all further obligations under this Agreement, except for obligations that expressly survive the termination of this Agreement (the “Surviving Obligations”). No later than 3:00 p.m. Central Standard Time on the date one (1) Business Day following the date which is the end of the Inspection Period, if Purchaser shall not have terminated this Agreement prior to the expiration of the Inspection Period, Purchaser shall make an additional deposit with the Escrow Company, as escrow agent, in the amount of Three Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($3,562,500.00) (the “Additional Deposit” and, together with the Additional Initial Deposit, the Closing Extension Deposit (as hereinafter definedif any), if any and to the extent delivered by Purchaserinterest earned thereon, collectively, herein the “Deposit”). In the event Purchaser does not deposit the Additional Deposit on or before 3:00 p.m. Central Standard Time on the first (1st) shall, within five (5) business days after Business Day following the Effective Date, be deposited by Purchaser with expiration of the Title Company (as hereinafter defined), as escrow agent (in such capacityInspection Period, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) same shall constitute be a material default by Purchaser hereunder hereunder, and Seller shall be entitled to terminate this Agreement by written notice and to Purchaser. The receive the Initial Deposit as liquidated damages, whereupon the parties hereto shall be refundable to Purchaser only to released from all further obligations under this Agreement, except for obligations that expressly survive the extent expressly set forth in termination of this Agreement. The THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 15.3, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE STATUTE OR LAW, INCLUDING CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. INITIALS: Seller Purchaser an additional deposit with the Escrow Company, as escrow agent, in the amount of Three Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($3,562,500.00) (the “Additional Deposit” and, together with the Initial Deposit, the Closing Extension Deposit (if any), and the interest earned thereon, herein the “Deposit”). In the event Purchaser does not deposit the Additional Deposit on or before 3:00 p.m. Central Standard Time on the first (1st) Business Day following the expiration of the Inspection Period, the same shall be held in a non-interest-bearingdefault hereunder, federally-insured account by Escrow Agent in accordance with and Seller shall be entitled to terminate this Agreement pending and to receive the consummation of Initial Deposit as liquidated damages, whereupon the Settlement (as defined below). At Settlement, the Deposit parties hereto shall be paid to released from all further obligations under this Agreement, except for obligations that expressly survive the termination of this Agreement. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 15.3, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE STATUTE OR LAW, INCLUDING CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. INITIALS: Seller on account Purchaser (b) On the Closing Date, Purchaser shall pay the balance of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject Price, subject to the prorations and adjustments set forth provided for in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement in cash by certified check or wire transfer of immediately available federal funds. (b) If there is a dispute between Seller United States of America funds to the Escrow Company, as escrow agent, in accordance with the terms and conditions of this Agreement. Purchaser regarding whether the Deposit shall be returned responsible for any income taxes payable with respect to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser any interest and/or dividends earned with respect to the Deposit except to interplead (invoke a concursus ofDeposit. The terms of this Section 3.1(b) shall survive the Deposit into an appropriate court Closing or any termination of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personthis Agreement.

Purchase Price; Deposit. (a) The purchase price aggregate consideration payable by Purchaser for the Property Transferred Assets shall consist of the sum of (i) $9,900,000, less (ii) any Accrued Servicing Fees to which GLS or any of its Affiliates is AND 00/100 DOLLARS entitled to receive under the Sub-Special Servicing Agreement that are paid to GLS or such Affiliate after November 19, 2012 and prior to the Closing Date ($ ) (such sum, the “Purchase Price”), ; it being understood and agreed that the Sellers will retain all Collateral Management Fees collected by any Seller or its Affiliates prior to Closing. The Purchase Price shall be payable as follows:set forth below in Section 1.04 (Transactions To Be Effected at the Closing). The transactions contemplated by this Agreement and the Ancillary Agreements are referred to herein as the “Transactions”. (ib) TEN PERCENT (10%) Concurrently with the execution and delivery by the parties of this Agreement, Purchaser and the Purchase Price (which is equal to $ ) Sellers shall enter into an escrow agreement (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “DepositEscrow Agreement”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined)U.S. Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer ). If U.S. Bank National Association is unwilling to serve as Escrow Agent, Purchaser and the Sellers shall agree on another Person to serve as Escrow Agent, which Person shall not be an Affiliate of immediately available fundsPurchaser or the Sellers. Failure by Purchaser to timely shall deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth Escrow Agent concurrently with the execution and delivery of the Escrow Agreement, cash in this Agreement. The Deposit shall the amount of $990,000 (the “Escrowed Funds”), to be held in a non-interest-bearingheld, federally-insured account applied and disbursed by the Escrow Agent in accordance with the Escrow Agreement and the relevant provisions of this Agreement pending the consummation of the Settlement (as defined below)Agreement. At Settlementthe Closing, the Deposit Escrowed Funds shall be paid applied to Seller on account of the Purchase Price and credited to Purchaser. The giving in accordance with the applicable provisions of the Deposit hereunder shall not be considered to be xxxxxxx moneythis Agreement (including Section 9.07 (Release from Escrow)). (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. Promptly upon the entry of the Bidding Procedures Order by the Bankruptcy Court, Buyer shall deposit the sum of $370,000.00 (the “Deposit Amount”) in a segregated bank account in the name of Sellers in accordance with the terms of the Bidding Procedures Order. The Deposit Amount will be released to Sellers or returned to Buyer as follows:‌ (a) The purchase price if this Agreement is terminated by Sellers pursuant to Section 9.01(c)(i) then the Deposit Amount shall be released to Sellers (and such Deposit Amount will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement); (b) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 9.01(c)(i) then the Property is AND 00/100 DOLLARS Deposit Amount shall be returned to Buyer within one ($ 1) day following such termination; or (c) if the “Closing occurs, the Deposit Amount shall be credited towards the Purchase Price”)Price payable by Xxxxx, payable as follows: and the Deposit Amount shall be released to Sellers upon the earlier to occur of (i) TEN PERCENT completion of Sellers’ post-Closing obligations under this Agreement to Buyer’s satisfaction or (10%ii) the one hundred and eightieth day following the Closing Date. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver event that the Deposit Amount is required to be released to Sellers in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in terms of this Agreement. The obligation to return the Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent Amount in accordance with the provisions of this Section 2.09 will (w) be binding upon and enforceable against the Sellers immediately upon the Bankruptcy Court’s entering the Bidding Procedures Order, (x) not be terminable or dischargeable thereafter for any reason, (y) survive any subsequent conversion, dismissal or consolidation of the Bankruptcy Case, any plan of reorganization or liquidation in the Bankruptcy Case, and (z) survive the subsequent termination of this Agreement pending by any means. For the consummation avoidance of the Settlement (as defined below). At Settlementdoubt, the Deposit shall be paid obligation to Seller on account of the Purchase Price and credited to Purchaser. The giving of return the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations Amount, as and adjustments set forth in when required under this Agreement, the balance is intended to be, and upon entry of the Purchase Price shall be paid Bidding Procedures Order will be, binding upon (A) Sellers, (B) any successors or assigns of Sellers, (C) any trustee, examiner or other representative of Sellers’ bankruptcy estates, (D) the reorganized Sellers and (E) any other entity vested or revested with any right, title or interest in or to Sellers, or any other Person claiming any rights in or control (direct or indirect) over Sellers (each of (A) through (E), a “Successor”) as if such Successor were a Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether hereunder. The obligation to return the Deposit shall Amount, as and when required under this Agreement, may not be returned to Purchaser discharged under Sections 1141 or delivered to Seller, Escrow Agent shall have no obligation to either Seller 727 of the Bankruptcy Code or Purchaser with respect to otherwise and may not be abandoned under Section 554 of the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument Bankruptcy Code or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personotherwise.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “"Purchase Price”") shall be Twenty One Million Nine Hundred Fifty Thousand Dollars ($21,950,000.00), payable as follows: payable, plus or minus Closing adjustments, at Closing (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered ) by wire transfer. Purchaser shall procure a letter of credit from a creditworthy bank or other financial institution selected by Purchaser (“Purchaser, collectively, the “Deposit’s Letter of Credit”) shall, in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) and within five three (53) business days after the Effective DateDate shall deposit Purchaser’s Letter of Credit with Chicago Title Insurance Company, be deposited by Purchaser with the Title Company Atlanta Office (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”), to secure Purchaser’s performance hereunder (Purchaser’s Letter of Credit and any cash substituted therefor and any interest earned thereon shall hereinafter be referred to as the “Deposit”). The expiry date of Purchaser’s Letter of Credit shall not be before five (5) by wire transfer days after the Inspection Date, and the beneficiary of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller Purchaser’s Letter of Credit shall be entitled to terminate this Agreement by written notice the Escrow Agent. Purchaser shall within three (3) business days after the expiration of the Inspection Period deposit Two Hundred Fifty Thousand Dollars ($250,000.00) in cash with the Escrow Agent, and upon such deposit, Purchaser’s Letter of Credit shall be returned promptly to Purchaser. Any cash Deposit shall be held in an interest-bearing investment approved by Purchaser. The Deposit, whether it is in the form of one or more letters of credit or cash, or both, shall be held pursuant to escrow provisions set forth in Section 17 below. At Closing any cash Deposit plus any interest earned thereon shall be applied against the Purchase Price. The Deposit shall be refundable to Purchaser only applied to the extent Purchase Price at Closing, and shall be nonrefundable upon expiration of the Investigation Period except as expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneyhereafter. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for total consideration to be paid to Seller by Buyer in consideration of the sale of the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) shall be the amount of Nine Million Dollars ($9,000,000.00). Upon the Opening of Escrow (as defined in Paragraph 2 below), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal Buyer shall deliver to $ ) (the “Initial Deposit”, and together with the Additional Deposit Escrow Holder (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (defined in such capacity, the “Escrow Agent”Paragraph 2 below) by cashier’s check or wire transfer of immediately available funds, Buyer’s initial good faith deposit in the amount of Two Hundred Twenty-five Thousand Dollars ($225,000.00) (“First Deposit”). Failure On or before September 15, 2003, Buyer shall deliver to Escrow Holder by Purchaser cashier’s check or wire transfer of immediately available funds, Buyer’s supplemental good faith deposit in the amount of Two Hundred Twenty-five Thousand Dollars ($225,000.00) (“Second Deposit”). The First Deposit and Second Deposit are hereinafter referred to timely deliver collectively as the “Deposit”. If this Agreement has not been previously terminated by Buyer, the Deposit shall be released by Escrow Holder to Seller on September 30, 2003, shall be applicable to the Purchase Price in the event Buyer completes the acquisition of the Property or shall be retained by Seller as liquidated damages in accordance with Section 14 below in the event Buyer fails to complete the acquisition of the Property or otherwise defaults hereunder. Except as otherwise specifically provided in this Section 2(a)(i) Agreement, upon the expiration of the Due Diligence Period, the Deposit and all accrued interest thereon shall constitute a material default by Purchaser hereunder become nonrefundable to Buyer and Seller shall be entitled applicable to terminate this Agreement by written notice the Purchase Price upon the Close of Escrow or otherwise paid to PurchaserSeller as liquidated damages in accordance with Section 14 below. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account placed by Escrow Agent Holder in accordance an interest bearing account with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneya federally insured financial institution. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for At the Property is AND 00/100 DOLLARS Closing, the Acquiror shall pay to the Company an aggregate amount in cash equal to $1,675,000,000, plus ($ 1) the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital, minus (2) the amount, if any, by which the Target Working Capital exceeds the Estimated Working Capital (the net amount derived from the foregoing, the “Closing Amount”), by wire transfer of immediately available funds to bank accounts as shall be designated by the Company in writing no later than two (2) Business Days prior to the Closing Date, (as may be adjusted pursuant to Section 2.11, the “Purchase Price”), payable . The amount of any such adjustment pursuant to the foregoing clauses (1) and (2) is hereinafter referred to as follows:the “Closing Adjustment”. (ib) TEN PERCENT (10%) As of the Purchase Price (which is date hereof, the Acquiror has deposited, or caused to be deposited, an amount in cash equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) $100,000,000 by wire transfer of immediately available funds. Failure funds (the “Deposit”), as collateral and security for the payment of the Closing Amount, into a separate escrow account established pursuant to the terms of an escrow agreement, substantially in the form of attached hereto as Exhibit D (the “Escrow Agreement”), among Parent, the Company and Citibank, N.A (the “Escrow Agent”), which amount (together with all accrued investment income or interest thereon) shall be released by Purchaser to timely deliver the Deposit Escrow Agent in the following circumstances and in accordance with this Section 2(a)(ithe Escrow Agreement: (i) at Closing, the Deposit (together with all accrued investment income or interest thereon) shall constitute a material default be released to the Company and applied to offset and reduce, dollar-for-dollar, the Closing Amount otherwise due at the Closing; (ii) if all of the conditions set forth in Section 8.1 and Section 8.2 have been and continue to be satisfied or waived (other than those conditions that by Purchaser hereunder their terms are to be satisfied at the Closing and Seller which are capable of being satisfied at the Closing) and the Acquiror fails to complete the Closing when required pursuant to Section 2.5 and the Company stood ready, willing and able to consummate the Closing then the Deposit (together with all accrued investment income or interest thereon) shall be entitled released to terminate this Agreement the Company and retained by written notice to Purchaser. The the Company in full as a credit towards, and not a limitation on, damages (provided that the Deposit shall be refundable to Purchaser only applied to the extent expressly purchase price in any action brought by the Company seeking specific performance pursuant to Section 11.11); (iii) if the Acquiror shall have materially failed to comply with any covenant or agreement applicable to the Acquiror set forth in this Agreement. The Agreement so as to cause any of the conditions set forth in Section 8.1, Section 8.3(b) or Section 8.3(c) not to be capable of being satisfied, and such condition is incapable of being satisfied or cured by the End Date and at such time the Company shall have complied with its obligations under Section 5.4, then the Deposit (together with all accrued investment income or interest thereon) shall be held released to the Company and retained in full by the Company as a non-interest-bearingcredit towards, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement and not a limitation on, damages (as defined below). At Settlement, provided that the Deposit shall be paid applied to Seller on account of the Purchase Price and credited purchase price in any action brought by the Company seeking specific performance pursuant to Purchaser. The giving of Section 11.11); (iv) if the Agreement is validly terminated pursuant to Section 9.1(a), then the Deposit hereunder shall not be considered to be xxxxxxx money. (iitogether with all accrued investment income or interest thereon) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered the Acquiror; or (v) if the Agreement is validly terminated pursuant to SellerSection 9.1 (other than Section 9.1(a)), Escrow Agent shall have no obligation to either Seller or Purchaser with respect to then the Deposit except to interplead (invoke a concursus oftogether with all accrued investment income or interest thereon) shall be released in accordance with Section 2(f) of the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personAgreement.

Purchase Price; Deposit. (a) The purchase price for purchasepricefor the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the ““ Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the ““ Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Xxxxxx Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) 2.1 The purchase price to be paid by Assignee to TST at Closing for the Property purchase of the Building shall be Seventy One Million One Hundred Seventy Thousand Eighteen and 00/100 Dollars ($71,170,018), all cash (the “Assignment Purchase Price”). In addition to the Assignment Purchase Price, Assignee shall also be responsible for the payment of all closing costs payable by Assignor pursuant to Section 10.3 of the PSA. At Closing, Assignor shall pay to TST the difference between the Assignment Purchase Price and the Purchase Price under the PSA. This transaction is AND 00/100 DOLLARS not conditioned in any way on Assignee obtaining financing. Notwithstanding the foregoing, in the event Assignee and TST negotiate any reduction in the purchase price under the PSA that is intended to benefit Assignee, the Assignment Purchase Price will be reduced by the same amount. 2.2 Simultaneously with the execution and delivery of this Agreement, Assignee is depositing with Escrow Agent the sum of One Million Dollars ($ $1,000,000) (the “Xxxxxxx Money”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. Assignee’s federal tax identification number is 00-0000000. Escrow Agent shall hold the Xxxxxxx Money in an interest-bearing account in accordance with the terms and conditions of this Agreement. All interest accruing on such sum shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with the terms of this Agreement. Upon the Closing, the Xxxxxxx Money shall be applied toward the Purchase Price”), payable as follows: (i) TEN PERCENT (10%) . Escrow Agent may commingle funds received by it in escrow with escrow funds of the Purchase Price (which is equal to $ ) (the “Initial Deposit”others, and together may, without limitation, deposit such funds in its custodial or escrow accounts with the Additional Deposit (as hereinafter defined)any reputable trust company, if any and bank, savings bank, savings association, or other financial services entity. It is understood that Escrow Agent shall be under no obligation, except to the extent delivered instructed in writing by PurchaserAssignor and/or Assignee, collectivelyto invest the funds deposited with it on behalf of any depositor, nor shall it be accountable for any earnings or incidental benefit attributable to the “Deposit”) shall, within five (5) business days after the Effective Date, funds which may be deposited received by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in Escrow Agent while it holds such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure Deposits held by Purchaser Escrow Agent shall be subject to timely deliver the Deposit provisions of applicable state statutes governing unclaimed property. In the event of termination of this Agreement prior to Closing, Escrow Agent shall disburse the Xxxxxxx Money in accordance with the provisions of this Section 2(a)(i) Agreement governing such termination. In the event of any dispute between Assignor and Assignee regarding the disbursement of the Xxxxxxx Money, or in the event Escrow Agent shall constitute a material default by Purchaser hereunder and Seller receive conflicting demands or instructions with respect thereto, Escrow Agent shall withhold disbursement of the Xxxxxxx Money until such dispute is resolved. Alternatively, Escrow Agent shall be entitled to terminate deposit the Xxxxxxx Money into a court of general jurisdiction in Fairfax County, Virginia, or the United States District Court for the Eastern District of Virginia, and to interplead Assignor and Assignee in connection therewith. Escrow Agent shall not be liable for any damage, liability or loss arising out of its services pursuant to this Agreement by written notice Agreement, except for damage, liability or loss resulting from the willful or negligent conduct of Escrow Agent or any of its officers or employees. 2.3 At Closing, Assignee shall pay, through the closing escrow established with Escrow Agent, the Purchase Price, as adjusted to Purchaser. The Deposit shall be refundable to Purchaser only to reflect the extent expressly set forth closing adjustments and prorations provided for in this Agreement. The Deposit , which adjusted balance shall be held in a non-interest-bearing, federally-insured account payable by certified or cashier’s check or by bank wire transfer. Escrow Agent in accordance with this Agreement pending the consummation shall disburse all of the adjusted Purchase Price upon Closing pursuant to the Settlement Statement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price to be paid by Purchaser to Seller for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) is THREE HUNDRED THIRTY-FIVE MILLION and 00/100 DOLLARS ($335,000,000.00), subject to apportionment as provided in Section 8 hereof, which shall be payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together Simultaneously with the Additional Deposit (as hereinafter defined)execution hereof, if any and Purchaser is delivering to the extent delivered by PurchaserCommonwealth Land Title Insurance Company, collectively000 Xxxx 00xx Xxxxxx, the “Deposit”) shall00xx Xxxxx, within five (5) business days after the Effective DateXxx Xxxx, be deposited by Purchaser with the Title Company (as hereinafter defined)Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, as escrow agent (in such capacity, the “Escrow Agent”) by ), via wire transfer of in immediately available fundsfederal funds the sum of THIRTY-THREE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($33,500,000.00) (the “Deposit”), to be held by Escrow Agent pursuant to the escrow instructions set forth in Section 5 hereof (the “Escrow Instructions”). Failure by It shall be a condition precedent to the effectiveness of this Agreement that Purchaser to shall have timely deliver delivered the Deposit in accordance with this Section 2(a)(ito Escrow Agent, as provided above. (ii) shall constitute a material default by Purchaser hereunder and At Closing, Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, retain the Deposit and Purchaser shall be paid deliver to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price (i.e., the Purchase Price less the Deposit (and without deduction for any interest accrued thereon), subject to apportionment as provided in Section 8 hereof. All monies payable by Purchaser under this Agreement, unless otherwise specified in this Agreement, shall be paid by Purchaser causing such monies to Seller at Settlement by be wire transfer of transferred in immediately available federal fundsfunds at such bank account or accounts designated by Seller in accordance with wiring instructions delivered by Seller prior to Closing, and divided into such amounts designated by Seller as may be required to facilitate the consummation of the transactions contemplated by this Agreement. (b) If there is a dispute between Seller and Purchaser regarding whether shall use commercially reasonable efforts, based on the Deposit shall be returned to Purchaser or delivered to depreciated book value of the Personalty as set forth in the books and records of Seller, Escrow Agent shall have to agree, no obligation to either Seller or Purchaser with respect later than three (3) Business Days prior to the Deposit except Closing Date, upon an allocation of the Purchase Price among the Real Property and various items of Personalty. If Seller and Purchaser agree on such allocations, each party agrees to interplead (invoke a concursus of) file federal, state and local tax returns consistent with such allocations agreed upon between the Deposit into an appropriate court parties. If Seller and Purchaser cannot agree upon such allocations of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine the Purchase Price, each party shall file federal, state and to be signed and presented by local tax returns based on each party’s own determination of the proper personallocations of the Purchase Price, each bearing its own consequences of any discrepancies.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ _) (the “Purchase Price”), payable as follows:: AND 00/100 (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ _) (together with any accrued interest thereon, the “Initial Deposit”, ” and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, collectively the “Deposit”) shall, within five (5) business days after of the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent ) (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-federally- insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS aggregate consideration ($ ) (collectively, the “Purchase Price”)) to be paid by Buyer for the Assets acquired by Buyer hereunder, payable as followsin addition to the assumption of the Assumed Liabilities, shall consist of: (i) TEN PERCENT the Base Amount; plus (10%ii) the amount, if any, of the Purchase Price Closing Cash. (which is equal to $ b) (the “Initial Deposit”, and together In accordance with the Additional Deposit Bid Procedures Order, Buyer and Sellers have entered into an escrow agreement provided by Sellers (as hereinafter defined)amended, if any supplemented, amended and restated or otherwise modified from time to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacitytime, the “Escrow AgentAgreement”), with (the “Escrow Holder”). Concurrently with the execution and delivery of the Escrow Agreement, Buyer deposited $[●][Note: No less than 10% of Purchase Price] (the “Buyer Deposit”) with the Escrow Holder by wire transfer of immediately available funds. Failure by Purchaser to timely deliver The Escrow Holder holds the Buyer Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a segregated non-interest-bearing, federally-insured bearing account by (the “Escrow Agent in accordance with this Agreement pending Account”) pursuant to the consummation terms of the Settlement (as defined below)Escrow Agreement. Buyer, on the one hand, and Sellers, on the other hand, shall share equally all costs under the Escrow Agreement, including any fee of the Escrow Holder. The Buyer Deposit shall become payable, and shall be paid, to the Sellers at the Closing. At Settlementthe Closing, Buyer and Sellers shall instruct the Escrow Holder to deliver the Buyer Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement Sellers by wire transfer of immediately available federal funds. (b) funds into an account designated by Sellers. If there this Agreement is a dispute between Seller and Purchaser regarding whether validly terminated prior to the Closing, the Buyer Deposit shall be returned released and distributed to Purchaser Buyer or delivered to Seller, as applicable, in accordance with the terms of the Escrow Agent Agreement and Section 6.3. In the event of any conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personprevail.

Purchase Price; Deposit. (a) Simultaneous with the execution of this Agreement by the Parties (or, if such time is outside of normal banking hours in California on the Effective Date, then promptly upon the opening of banks in California on the next Business Day thereafter), Purchaser shall deliver or cause to be delivered the Deposit, in immediately available funds by wire transfer, to the Escrow Agent in accordance with the Escrow Agreement. The purchase price for Deposit shall be held in escrow by the Property is AND 00/100 DOLLARS Escrow Agent in accordance with the Escrow Agreement in an interest-bearing account ($ the “Escrow Account”) until the earlier of (i) the occurrence of the Closing, in which event Purchaser and Seller shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to deliver the Escrow Amount to Seller pursuant to the terms set forth in the Escrow Agreement, which amount shall be credited against the Purchase Price (the “Escrow Release”), (ii) the release of the Escrow Amount to Purchaser pursuant to Section 9.02(b) or (iii) the release of the Reverse Termination Fee to Seller and the release of the remaining Escrow Amount to Purchaser pursuant to Section 9.02(c). Notwithstanding any provision of this Agreement to the contrary, Seller shall be permitted to terminate this Agreement without any Liability to Purchaser should Purchaser fail to deliver the Deposit to the Escrow Agent in accordance with this Section 2.06(a) within two (2) Business Days of the Effective Date. Neither Party shall instruct the Escrow Agent to release the Escrow Amount except in accordance with the terms of this Agreement or pursuant to an express, final and non-appealable judgment of a Governmental Authority. All interest or other earnings on the Escrow Amount shall be taxed to Purchaser. (b) In consideration of the sale and transfer of the Purchased Assets, Purchaser agrees to pay to Seller at the Closing One Billion Fifty Million U.S. Dollars ($1,050,000,000) (the “Purchase Price”), payable as follows: exclusive of any Transfer Taxes (i) TEN PERCENT (10%) of the which shall be apportioned in accordance with Section 2.09), and to assume, satisfy and discharge when due all Assumed Liabilities. The Purchase Price (which is equal less the Escrow Amount released to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and Seller pursuant to the extent delivered by Purchaser, collectively, the “Deposit”Escrow Release) shall, within five (5) business days after the Effective Date, shall be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (paid in such capacity, the “Escrow Agent”) immediately available funds by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit transfer, in accordance with this Section 2(a)(iwritten instructions given by Seller to Purchaser not less than two (2) shall constitute a material default by Purchaser hereunder and Seller shall be entitled Business Days prior to terminate this Agreement by written notice to Purchaserthe Closing Date in cash in U.S. Dollars. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal fundsallocated as described in Section 2.08. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (together with any accrued interest thereon, the “Initial Deposit”, ” and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, collectively the “Deposit”) shall, within five (5) business days after of the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent ) (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-federally- insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Xxxxxx Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for On the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: later of (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”Barrick Control Date, and together with (ii) if a Put Option Conversion has occurred and Barrick has delivered a Put Exercise Notice on or before the Additional Deposit Put Expiration Date, three Business Days after the date of delivery of such Put Exercise Notice, Goldcorp will pay the amount of $250 million as a deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after in respect of the Effective Date, be deposited by Purchaser with Purchase Price. The parties agree to cooperate in good faith as expeditiously as possible following the Title Company (as hereinafter defined), as date hereof to select an escrow agent and settle, execute and deliver an escrow agreement in respect of the Deposit. The Deposit will be held in an interest-bearing account (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver all interest earned on the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled such account is referred to terminate this Agreement by written notice to Purchaser. The as “Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined belowInterest”). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether The amount to be paid by Goldcorp on the Closing Date will be reduced by the amount of the Deposit paid by Goldcorp and the amount of the Deposit Interest. On the Closing Date, the Deposit and Deposit Interest will be paid to Barrick, and the Deposit and Deposit Interest shall be returned applied by Barrick in satisfaction of such portion of the Purchase Price. (c) If Closing does not occur on or before the Purchase Termination Date as a result of a breach of this Agreement by Goldcorp, then the Deposit and Deposit Interest will be forfeited by Goldcorp and paid to Purchaser or delivered Barrick (provided that upon payment of such amount to SellerBarrick, Escrow Agent shall have no Goldcorp will be relieved of its obligation to either Seller or Purchaser with pay Barrick in respect of Joint Expenses pursuant to Section 4.2(c)). Upon unconditional receipt by Barrick of the Deposit except to interplead (invoke a concursus of) and Deposit Interest forfeited by Goldcorp, Barrick shall terminate and not pursue any claim against Goldcorp for breach of this Agreement, all liability of Goldcorp in connection with such breach having been fully and finally satisfied by the irrevocable payment of the Deposit into an appropriate court and Deposit Interest to Barrick. If Closing does not occur on or before the Purchase Termination Date for any other reason, then, subject to Sections 15.3 and 15.4, the Deposit and Deposit Interest will be paid to Goldcorp, net of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent the portion of Joint Expenses for which Goldcorp is responsible as contemplated in good faith to be genuine and to be signed and presented by the proper personArticle 4.

Purchase Price; Deposit. Buyer will pay the Purchase Price as described in this Section. All payments will be made in immediately available funds delivered into escrow with the Escrow Agent. (a) The purchase price for Buyer will deliver the Property is AND 00/100 DOLLARS Deposit within three ($ 3) (Business Days following the Effective Date. Escrow Agent will place the Deposit in a federally insured account on behalf of Xxxxxx and Xxxxx. Buyer will instruct Escrow Agent whether Buyer elects to have such account be interest-bearing. Any interest earned on the Deposit will belong solely to Buyer and will be paid to Buyer regardless of the ultimate disposition of the Deposit, and accordingly all references to the “Purchase Price”), payable Deposit” in this Agreement exclude any interest that may be earned thereon. (b) The Deposit will be applied as follows: (i) TEN PERCENT (10%) of the Purchase Price (which if Buyer terminates this Agreement when Buyer is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be expressly entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (do so as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth provided in this Agreement, then the balance Deposit will be returned to Buyer; (ii) if the Deposit is to be received by Seller as provided in this Agreement, then the Deposit will be paid to Seller; and (iii) if and when the Final Closing occurs, then subject to the provisions of Section 5.1 below, the Deposit will be credited to Xxxxx, applied against the Purchase Price, and paid to Seller at the Final Closing. (c) The Purchase Price is based on a blended capitalization rate for the Property of 7.10%, based on an allocated capitalization rate and an assumed annual base rent for each Site as set forth on Schedule A attached hereto at the rental rate in effect as of January 1, 2023. If, prior to the Closing, Buyer determines (and Seller reasonably agrees) that the actual annual base rent for any Site is a different amount and such difference exceeds Two Thousand and No/100 Dollars ($2,000.00) per year (a “Rent Deviation”), then the Purchase Price allocated to such Site will be adjusted up or down accordingly to equal such actual base rent amount at the applicable allocated capitalization rate. Buyer hereby covenants and agrees that it shall provide written notice to Seller promptly after discovery of each Rent Deviation, together with documentation reasonably satisfactory to Seller of such Rent Deviation. (d) Buyer will deliver the Purchase Price, as adjusted for any Deposit amount applied thereto and any prorations, credits and adjustments to be made pursuant to the terms of this Agreement, not later than the Closing Date, to be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If Closing; provided that if there is a dispute between Seller and Purchaser regarding whether more than one Closing, Buyer is only obligated to pay at any one Closing such of the Deposit shall be returned Purchase Price as is required to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to fully fund Buyer’s obligations for the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personsubject Closing.

Purchase Price; Deposit. (a) The total unadjusted purchase price for 100% of the Property is AND 00/100 DOLLARS outstanding Securities shall be Thirty-six Million Dollars ($ $36,000,000) (the “"Base Price"), as adjusted in accordance with the provisions of Section 2.04 hereof (as adjusted, the "Total Purchase Price”"), payable as follows: (i) TEN PERCENT (10%) . As used in this Agreement the term "Purchase Price" shall mean the product of the Total Purchase Price and the Purchased Percentage. Simultaneously with the execution of this Agreement, Purchaser is depositing as a good faith deposit One Million Dollars (which is equal to $ $1,000,000) (the “Initial "Deposit”") with CoreStates Bank, and together with N.A. (the Additional "Deposit (as hereinafter definedEscrow Agent"), if any to be held, invested and disbursed pursuant to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer terms of immediately available funds. Failure by Purchaser to timely deliver the Deposit Escrow Agreement in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The the form of EXHIBIT E attached hereto (the "Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Escrow Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below"). At SettlementIf the Closing occurs, then the Deposit and all earnings on the Deposit shall be paid to Seller on account Sellers at Closing pursuant to the Deposit Escrow Agreement, and the full amount shall be paid as a portion of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. paid at Closing by Purchaser for the Securities. If Sellers terminate this Agreement in accordance with the provisions of Section 12.02(d), at the time of such termination neither Sellers nor the Company are in material breach (iifollowing the expiration of any applicable cure period) Subject to the prorations and adjustments of any of representations, warranties, covenants or agreements set forth in this Agreement and the conditions set forth in Sections 7.04 and 7.06 would have been satisfied had Closing occurred on the date Sellers terminate this Agreement, the balance of the Purchase Price then Sellers shall be entitled to and shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. the Deposit as liquidated damages (b) If there the "Liquidated Damages Amount"), which Liquidated Damages Amount the parties agree is a dispute between Seller fair and Purchaser regarding whether reasonable measure of the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke damages that Sellers would sustain as a concursus of) the Deposit into an appropriate court result of competent jurisdictionsuch termination. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent Notwithstanding anything else set forth in good faith to be genuine and to be signed and presented by the proper person.this

Purchase Price; Deposit. (a) The purchase price Subject to the Purchase Price adjustment as set forth in Sections 2.5 and 2.6, as consideration for the Property is AND 00/100 DOLLARS purchase of the Acquired Assets and the other transactions contemplated by this Agreement, the Buyer shall pay to the Seller the amount equal to the sum of ($ i) the Final Closing Date Net Tangible Asset Value of the Seller, as determined pursuant to this Article II, and (ii) Six Million Four Hundred Fifty Thousand Dollars ($6,450,000.00) (collectively, the “Purchase Price”), payable as follows:. (ib) TEN PERCENT Buyer shall, within two (10%2) business day from the execution of this Agreement, deliver to the Purchase Price Escrow Agent, a deposit in the amount of One Million Dollars (which is equal to $ $1,000,000.00) (the “Initial Deposit”’) to be held in escrow pursuant to the Escrow Agreement and applicable against the Purchase Price. The Deposit shall serve as liquidated damages to be paid to the Seller in the event the Closing does not occur on the Closing Date due to no fault of the Seller, and together with the Additional Deposit (as hereinafter definedSeller terminates this Agreement pursuant to Section 9.1(b), if any in which event the terms and conditions of Section 9.2 shall apply. (c) In addition to the extent delivered by PurchaserDeposit, collectivelyBuyer shall, concurrently with its execution hereof, deliver to Seller the amount of One Hundred and No/100 Dollars ($100.00), which amount Seller and Buyer agree has been bargained for as consideration for Seller’s execution and delivery of this Agreement. Such sum is in addition to and independent of any other consideration or payment provided for in this Agreement and is nonrefundable in all events. (d) At the Closing, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) Buyer shall transfer by wire transfer of federal or immediately available funds, to an account designated in writing by the Seller at least one (1) Business Day prior to the Closing Date (the “Payment Account”), an amount equal to the Purchase Price, less the Escrowed Amount (the “Closing Payment”), assuming that the Estimated Closing Date Net Tangible Asset Value (as defined in Section 2.4 below) is equal to the Final Closing Date Net Tangible Asset Value (as defined in Section 2.6 below). Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller The Closing Payment shall be entitled subject to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly adjustment as set forth in this Section 2.6 below. On the Closing Date, the Buyer shall deliver the balance Escrowed Amount to the Escrow Agent pursuant to the terms of the Escrow Agreement. The Deposit parties hereto intend that the Escrowed Amount shall be held in available as a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid nonexclusive means to Seller on account of the Purchase Price and credited fulfill Seller’s indemnification obligations pursuant to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneyArticle X hereof. (iie) Subject to As soon as reasonably practicable after the prorations and adjustments set forth in this AgreementClosing, the balance of the Purchase Price shall be paid allocated in accordance with Section 1060 of the Code and the regulations issued under such Code section as reflected on Schedule 2.3(b). After the Closing, the parties and their affiliates shall make consistent use of the allocation specified in Schedule 2.3(b) for tax purposes and in any and all filings, declaration and reports with the IRS in respect thereof, including the reports requires to Seller at Settlement by wire transfer be filed under Section 1060 of immediately available federal funds. (bthe Code, if applicable. It being understood that the allocation of the Purchase Price as set forth on Schedule 2.3(b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to reflected on any completed Internal Revenue Service Form 8594 prepared by the Buyer and the Seller. For the avoidance of doubt, Escrow Agent shall have no obligation to either neither the Buyer, the Seller or Purchaser their respective affiliates will take any position on any Tax Return or audit inconsistent with respect the allocation set forth on Schedule 2.3(b) unless required to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed do so by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personapplicable Laws.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) is EIGHT HUNDRED FORTY-FIVE THOUSAND DOLLARS ($845,000), payable subject to adjustments as set forth below. (b) Purchaser shall pay the Purchase Price as follows: (i) TEN PERCENT Within three (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (53) business days after the Effective Date, be deposited by Purchaser with the Title Company shall deliver Fifteen Thousand Dollars (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”$15,000) by check or wire transfer of immediately available fundsfederal funds to First American Title Insurance Company (“Escrow Agent”), 000 X. Xxxxxxxxxxxx Xx., Xxxxx 0000, Xxxxxxxxxxxx, XX 00000, Attn: Xxxxxx Xxxxxx, (000) 000-0000, xxxxxxxx@xxxxxxx.xxx, as a good faith deposit under this Agreement (the “Deposit”). Failure by Purchaser to timely deliver Escrow Agent shall hold, apply and disburse the Deposit in accordance with the terms of Exhibit B (the “Escrow Provisions”). Escrow Agent is joining in the execution of this Section 2(a)(iAgreement solely to acknowledge its receipt of the Deposit and its agreement to serve as escrow agent under and in accordance with the terms of this Agreement (including the Escrow Provisions); Escrow Agent’s signature to this Agreement (and any amendment) shall constitute a material default by Purchaser hereunder and Seller shall not be entitled to terminate required for this Agreement by written notice (or any amendment) to be binding on Seller and Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of credited towards the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneyat Settlement (defined in Section 8(a)). (ii) Subject to the prorations and adjustments set forth in this AgreementAt Settlement, Purchaser shall deliver the balance of the Purchase Price shall be paid to Seller at Settlement (i.e., the Purchase Price less the Deposit) into escrow with Escrow Agent by wire transfer of immediately available federal funds. (b) If there is a dispute between . Upon consummation of Settlement, including due recordation of the deed conveying the Property from Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to SellerPurchaser, Escrow Agent shall have no obligation release and deliver to either Seller or Purchaser with respect the Purchase Price (including the Deposit), subject to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court payment of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent adjustments and costs as provided in good faith to be genuine and to be signed and presented by the proper personthis Agreement.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (together with any accrued interest thereon, the “Initial Deposit”, ” and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, collectively the “Deposit”) shall, within five (5) business days after of the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent ) (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. At each applicable Closing, as to each Site subject to such Closing, Buyer will pay the Allocated Purchase Price corresponding to each such Site as described in this Section 1.2. All payments to be made in cash pursuant to the terms of this Section 1.2 will be made in immediately available funds delivered into escrow with the Escrow Agent. (a) The purchase price for Buyer will deliver the Property is AND 00/100 DOLLARS Deposit within two ($ 2) (Business Days following the Effective Date. Escrow Agent will place the Deposit in a federally insured account on behalf of Seller and Buyer. Buyer will instruct Escrow Agent whether Buyer elects to have such account be interest-bearing. Any interest earned on the Deposit shall in all events belong solely to Buyer and shall be paid to Buyer regardless of the ultimate disposition of the Deposit, and accordingly all references to the “Purchase Price”), payable Deposit” in this Agreement exclude any interest that may be earned thereon. (b) The Deposit will be applied as follows: (i) TEN PERCENT if Buyer terminates this Agreement when Buyer is expressly entitled to do so as provided in this Agreement, then the Deposit (10%less the Transaction Fee, as provided below) will be returned to Buyer; (ii) if any portion of the Deposit is to be received by Seller as provided in this Agreement, then such portion of the Deposit will be credited to Buyer and paid to Seller (unless being paid to Seller pursuant to Section 6.2 below in which case the Deposit will be paid to Seller without credit to Buyer); and (iii) if and when the Final Closing occurs, then subject to the provisions of Section 5.1 below, the remaining balance of the Deposit will be credited to Buyer, applied against the Allocated Purchase Price payable at such Closing, and paid to Seller at the Final Closing. (c) Seller shall receive in cash the Purchase Price less the portion thereof delivered in equity consideration pursuant to the following clause (d). Buyer will deliver the cash portion of the Purchase Price, as adjusted for any Deposit amount applied thereto and any prorations, credits and adjustments to be made pursuant to the terms of this Agreement, including, for the avoidance of doubt, any credit in connection with a Loan Assumption pursuant to Section 1.9(g), in immediately available funds to the Escrow Agent, except as set forth below in Section 1.2(d), not later than the Closing Date, to be paid to Seller at Closing; provided that if there is more than one (1) Closing, Buyer is only obligated to pay at any one (1) Closing such of the cash portion of the Purchase Price as is required to fully fund Buyer’s obligations for the subject Closing. Agreement of Purchase and Sale CMFT Portfolio 10 (which is equal to $ d) Equity Consideration. (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”i) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to receive $53,388,192, in the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearingaggregate, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement Purchase Price either in (i) OP Units (as defined below). At Settlement, the Deposit number of which is determined pursuant to Section 1.2(d)(iv) (the amount of the Purchase Price to be paid by the issuance of OP Units, the “OP Balance”) or (ii) unregistered shares of AFIN Common Stock (as defined below), the number of which is determined pursuant to Section 1.2(d)(v) (the amount of the Purchase Price to be paid by the issuance of AFIN Common Stock, the “Common Stock Balance”); provided that to the extent that the OP Balance or the Common Stock Balance, as applicable, in each case tested at each applicable Closing, would result in an issuance of greater than 4.90% (the “Equity Issuance Cap”) of AFIN Common Stock to Seller (on a fully diluted basis), then the amount of the OP Balance or the Common Stock Balance, as applicable, shall be reduced such that the Equity Issuance Cap is not exceeded and the amount of such reduction shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreementcash; provided, the balance of further, that the Purchase Price shall be paid in cash in lieu of OP Units or AFIN Common Stock (less the amount of any prorations, credits and adjustments in accordance herewith, including, for the avoidance of doubt, any credit in connection with a Loan Assumption pursuant to Seller at Settlement by wire transfer Section 1.9(g)) (1) if the proposed issuance of immediately available OP Units or AFIN Common Stock otherwise would violate any applicable federal funds. or state securities laws, rules or regulations, or any agreements to which AFIN Buyer or AFIN (bas defined below) If there is a dispute between party, or any tax related or other legal rules, regulations or constraints applicable to AFIN Buyer or AFIN or (2) at Buyer’s option, if Seller and Purchaser regarding whether the Deposit shall be returned fail to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser deliver any material documents reasonably requested by Buyer with respect to the Deposit except issuance of OP Units or AFIN Common Stock. (ii) For the avoidance of doubt, Seller may only choose to interplead receive either the OP Units or the AFIN Common Stock, and not both the OP Units and the AFIN Common Stock at any particular Closing. (invoke a concursus ofiii) Buyer and Seller agree that the OP Balance or the Common Stock Balance, as the case may be, shall be paid in two (2) Closings, the Initial Closing and the Remainder Closing (as hereinafter defined). The portion of the Allocated Purchase Price to be paid in either OP Balance or Common Stock Balance shall be equal to (i) fifty percent (50%) of the OP Balance or Common Stock Balance at the Initial Closing, but not to exceed twenty-five percent (25%) of the aggregate Allocated Purchase Price for all Sites subject to such Initial Closing, (ii) the Deposit balance of the OP Balance or Common Stock Balance, as applicable, at a subsequent closing pursuant to which (x) an aggregate of not less than fifty percent (50%) of the aggregate Allocated Purchase Price has been paid, taking into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith account all prior Closings, and (y) the aggregate Allocated Purchase Price to be genuine and paid at such Closing is of sufficient size for the remaining balance of the OP Balance or the Common Stock Balance to be signed paid (the “Remainder Closing”). Not later than five (5) Business Days prior to each of the Initial Closing and presented the Remainder Closing, Seller shall deliver written notice to Buyer indicating the proportion of cash payment and the OP Balance or the Common Stock Balance in which Seller elects to receive the Allocated Purchase Price for all Sites subject to the respective Closing, and with respect to the OP Balance, identifying the applicable Site or Sites being contributed. Such written notice shall be accompanied by a confirmation by Seller that it is an Accredited Investor as of the proper person.date of such notice, and that the Accredited Investor questionnaire completed by Seller pursuant to Exhibit I below continues to be true, accurate and complete. Agreement of Purchase and Sale CMFT Portfolio 11

Purchase Price; Deposit. For any offer by the Non-Implementing Member to purchase the Offered Property pursuant to this Article VII to be valid and effective, the Non-Implementing Member shall be required, upon the delivery of its Purchase Notice, to deposit into the Escrow established pursuant to Section 7.03(d) below a deposit that will be non-refundable (aexcept if the Implementing Member breaches its obligation to sell the Offered Property to the Non-Implementing Member or there is a failure of a condition for buyer’s benefit under the Offered Property PSA) The purchase price for and equal to five percent (5%) of the Property is AND 00/100 DOLLARS ($ ) Forced Sale Purchase Price (the “Purchase PricePrice Deposit”), payable as follows: (i) TEN PERCENT (10%) . The Purchase Price Deposit shall be applicable to the Forced Sale Purchase Price to be paid by the Non-Implementing Member for the Offered Property and shall be released by the Escrow Holder to the Campus Subsidiary at the closing of the purchase by the Non-Implementing Member. The Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, shall be deposited by Purchaser the Non-Implementing Member with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) Holder by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by confirmed wire transfer of immediately available federal funds. . If the Non-Implementing Member breaches its obligation to purchase the Offered Property under the Offered Property PSA (bsuch Member, a “Defaulting Forced Sale Member”), then the Campus Subsidiary shall retain the Purchase Price Deposit as liquidated damages (as its sole and exclusive remedy at law or in equity) If there is a dispute between Seller and Purchaser regarding whether the Deposit Non-Implementing Member shall be returned to Purchaser or delivered to Seller, Escrow Agent shall thereafter have no obligation right to either Seller deliver a Forced Sale Notice under Section 7.01 or Purchaser with respect to elect to purchase the Offered Property under Section 7.02. In addition and notwithstanding anything to the contrary contained in this Agreement, the Defaulting Forced Sale Member shall not be entitled to any benefit of a forfeited Purchase Price Deposit except to interplead (invoke a concursus of) and the Members other than the Defaulting Forced Sale Member shall receive the entire Purchase Price Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personaccordance with their relative Percentage Interests.

Purchase Price; Deposit. (a) The purchase price for On the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: later of (i) TEN PERCENT the Barrick Control Date, and (10%ii) if a Put Option Conversion has occurred and Barrick has delivered a Put Exercise Notice on or before the Put Expiration Date, three Business Days after the date of delivery of such Put Exercise Notice, Goldcorp will pay the amount of $250 million as a deposit (the "DEPOSIT") in respect of the Purchase Price (which is equal Price. The parties agree to $ ) (cooperate in good faith as expeditiously as possible following the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and date hereof to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as select an escrow agent and settle, execute and deliver an escrow agreement in respect of the Deposit. The Deposit will be held in an interest-bearing account (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver all interest earned on the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled such account is referred to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below"DEPOSIT INTEREST"). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether The amount to be paid by Goldcorp on the Closing Date will be reduced by the amount of the Deposit paid by Goldcorp and the amount of the Deposit Interest. On the Closing Date, the Deposit and Deposit Interest will be paid to Barrick, and the Deposit and Deposit Interest shall be returned applied by Barrick in satisfaction of such portion of the Purchase Price. (c) If Closing does not occur on or before the Purchase Termination Date as a result of a breach of this Agreement by Goldcorp, then the Deposit and Deposit Interest will be forfeited by Goldcorp and paid to Purchaser or delivered Barrick (provided that upon payment of such amount to SellerBarrick, Escrow Agent shall have no Goldcorp will be relieved of its obligation to either Seller or Purchaser with pay Barrick in respect of Joint Expenses pursuant to Section 4.2(c)). Upon unconditional receipt by Barrick of the Deposit except to interplead (invoke a concursus of) and Deposit Interest forfeited by Goldcorp, Barrick shall terminate and not pursue any claim against Goldcorp for breach of this Agreement, all liability of Goldcorp in connection with such breach having been fully and finally satisfied by the irrevocable payment of the Deposit into an appropriate court and Deposit Interest to Barrick. If Closing does not occur on or before the Purchase Termination Date for any other reason, then, subject to Sections 15.3 and 15.4, the Deposit and Deposit Interest will be paid to Goldcorp, net of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent the portion of Joint Expenses for which Goldcorp is responsible as contemplated in good faith to be genuine and to be signed and presented by the proper personArticle 4.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of Buyer will pay the Purchase Price as described in this Section 1.2. All payments by Buyer will be made in immediately available funds delivered into escrow with Escrow Agent. Buyer shall deliver to Escrow Agent the Deposit within one (which is equal to $ 1) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days Business Day after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely Buyer will deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid on the Closing Date in accordance with Section 1.2(c). Escrow Agent will place the Deposit in a federally insured account on behalf of Seller and Buyer and will otherwise hold the Deposit pursuant to Seller at Settlement by wire transfer of immediately available federal fundsthe Escrow Instructions. (b) If there is a dispute between Seller and Purchaser regarding whether Upon Buyer’s deposit of the Deposit, the Deposit shall become non-refundable; provided, however, that the Deposit shall be refundable to Buyer if this Agreement is terminated in a circumstance in which a return of the Deposit to Buyer is expressly provided for in this Agreement. (c) At the Closing, Buyer shall deliver to Escrow Agent in immediately available funds an amount equal to (i) the Purchase Price, as adjusted in accordance with this Agreement, minus (ii) the Deposit, plus (iii) any other amounts required to be paid by Buyer pursuant to this Agreement at the Closing. The amount calculated by the immediately preceding sentence will be paid to Seller by Buyer and Escrow Agent at the Closing. (d) The Deposit will be applied as follows: (i) if this Agreement is terminated and it is expressly provided for in this Agreement that Buyer is entitled to the Deposit, the Deposit (less the Transaction Fee, as provided in Section 1.2(e) below) (or the applicable Allocated Portfolio Interest Deposit(s), if the termination involves less than all of the Hotel Portfolio Membership Interests as mutually agreed to by the Parties) will be returned to Purchaser or delivered Buyer; (ii) if the Deposit is to be received by Seller as provided in this Agreement, the Deposit will be paid to Seller; and (iii) if the Closing occurs, the Deposit (or the Allocated Portfolio Interest Deposits, if the Closing will involve the sale of less than all of the Hotel Portfolio Membership Interests as permitted hereunder) will be credited to Buyer, applied against the Purchase Price, and paid to Seller at the Closing. (e) As part of Buyer’s delivery of the Deposit to Escrow Agent Agent, a portion shall have no obligation to either Seller or Purchaser with respect be allocated to the Deposit except Transaction Fee. The Transaction Fee is the independent consideration for the execution of this Agreement by Seller. Upon any termination of this Agreement prior to interplead (invoke a concursus of) the Closing, the Transaction Fee will be deducted from the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed and paid by Escrow Agent to Seller. The Transaction Fee is earned by Seller as of the Effective Date. The Transaction Fee is non-refundable in good faith all events, and any reference in this Agreement to a return of the Deposit to Buyer will mean such amount “less the Transaction Fee;” provided, however, that if the Closing occurs, the Transaction Fee will be genuine included in the Deposit amount credited to Buyer and applied to be signed and presented by the proper personPurchase Price as provided in Section 1.2(d) above.

Purchase Price; Deposit. (a) Upon execution of this Agreement, Buyer has delivered to Seller, and Seller acknowledges receipt of, One Hundred and No/100 Dollars ($100.00) (the "Independent Consideration"), as consideration for Buyer's right to purchase of the Interest and for Seller's execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is non-refundable and shall be retained by Seller notwithstanding any other provision of this Agreement. (b) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: ) to be paid to (i) TEN PERCENT GGT for the GGT Interest is equal to the amount that GGT would have received under the Target’s Limited Liability Company Agreement if Buyer had purchased once hundred per cent (10100%) of the Purchase Price Property from Target for Forty-Four Million Four Thousand and No/100 Dollars (which $44,004,000.00) and taken title to the Property by special warranty deed; and (ii) Bainbridge for the Bainbridge Interest is equal to $ the amount that Bainbridge would have received under the Co-Invest’s Operating Agreement if Buyer had purchased the Property from Target for Forty-Four Million Four Thousand and No/100 Dollars ($44,004,000.00) (and taken title to the “Initial Deposit”Property by special warranty deed. In each case, the Purchase Price shall take into account such credits, adjustments and prorations as are set forth herein. For reference purposes only, 4816-5177-4793.2 22484/0208 an estimated calculation of the Purchase Price, and together with distribution to the Additional Seller, is attached hereto as Schedule 2(b). (c) The Purchase Price shall be payable by Buyer at the Closing (hereinafter defined) and shall be paid to Seller by no later than 12:00 p.m. Eastern Time in immediately available funds by wire transfer in an amount equal to the Purchase Price less the amount of the Deposit (as hereinafter defined), if ) paid pursuant to this Agreement and any and closing adjustments to the extent delivered by Purchaser, collectively, the “Deposit”which either Buyer or Seller are entitled pursuant to this Agreement. (d) Buyer shall, within five one (51) business days day after the Effective Date, be deposited by Purchaser with the deliver to Xxxxxxx Title Guaranty Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of a good faith deposit in immediately available funds. Failure by Purchaser funds in the amount of One Million and No/100 Dollars ($1,000,000.00) (such deposit, together with all interest earned thereon, is referred to timely deliver herein as the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement“Deposit”). The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with pursuant to the terms of this Agreement pending Agreement. If the consummation sale of the Settlement (as defined below). At SettlementInterest is consummated under this Agreement, the Deposit shall be paid to Seller on account of and applied to the Purchase Price and credited to Purchaserat Closing. The giving of the Deposit hereunder shall not will be considered non-refundable to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth Buyer, except as expressly provided in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Thirty-Seven Million Dollars ($137,000,000.00), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Land and the Improvements, and (ii) the Personal Property (and the classes thereof) as set forth on Exhibit AA attached hereto for federal, state and local tax purposes in accordance with Section 1060 (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the agreed Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local income tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows: (i) TEN PERCENT No later than 3:00 p.m. Central Standard Time on the date one (10%1) Business Day after the Effective Date, Purchaser shall deposit with the Escrow Company, as escrow agent, the amount of the Purchase Price Four Million Two Hundred Fifty Thousand Dollars (which is equal to $ $4,250,000.00) by a wire transfer of immediately available United States of America funds as an xxxxxxx money deposit (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectivelyinterest earned thereon, the “Deposit”). In the event Purchaser does not deposit the Deposit on or before 3:00 p.m. Central Standard Time on the first (1st) shall, within five (5) business days after Business Day following the Effective Date, this Agreement shall automatically terminate, whereupon the parties hereto shall be deposited by Purchaser with released from all further obligations under this Agreement, except for obligations that expressly survive the Title Company termination of this Agreement (as hereinafter defined), as escrow agent (in such capacity, the “Escrow AgentSurviving Obligations”). (j) On the Closing Date, Purchaser shall pay the balance of the Purchase Price, subject to the prorations and adjustments provided for in this Agreement, in cash by certified check or wire transfer of immediately available funds. Failure by Purchaser United States of America funds to timely deliver the Deposit Escrow Company, as escrow agent, in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder the terms and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in conditions of this Agreement. The Deposit Purchaser shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance responsible for any income taxes payable with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid respect to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser any interest and/or dividends earned ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 with respect to the Deposit except to interplead (invoke a concursus ofDeposit. The terms of this Section 3.1(b) shall survive the Deposit into an appropriate court Closing or any termination of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personthis Agreement.

Purchase Price; Deposit. (a) The purchase price aggregate amount of Purchaser’s payment to Sellers for the Property is AND 00/100 DOLLARS Owned Assets including the Facilities ($ ) (the “Purchase Price”) shall be an amount equal to (A) the Net Proceeds, plus (B) the Payoff Amount, plus (C) the First Additional Purchase Price Amount, plus (D) the Second Additional Purchase Price Amount. The Purchase Price shall be paid on the Closing Date by wire transfer of immediately available funds for disbursement to Sellers and to relevant lenders in accordance with the allocations and wiring instructions to be set forth in the Closing Statement. (b) As further consideration for the Owned Assets, Purchaser hereby agrees that on the Closing Date, but effective as of and from the Cut-Off Time (as defined in Section 2.5), payable as follows: (i) TEN PERCENT (10%) Purchaser shall assume and indemnify and hold harmless each of the Purchase Price Sellers and each of their respective Affiliates from and against all liabilities, indebtedness and obligations of Sellers of any kind or nature, whether known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, due or to become due, regardless of when asserted or incurred, excluding only the liabilities and obligations of Sellers or their respective Affiliates arising pursuant to this Agreement, the other Documents or the constituent documents of Sunrise Assisted Living Holdings, L.P. (which is equal to $ “SALH”) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectivelyliabilities so assumed, the “DepositAssumed Liabilities”) shall). For certainty and without limitation, within five (5) business days after it is agreed by the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined)that, as escrow agent provided in Section 2.4(e) of this Agreement, any liabilities and obligations of any of the Sellers arising out of the Implied Covenants shall be included in the Assumed Liabilities. (in such capacityc) Upon execution of this Agreement by all parties hereto, the “Escrow Agent”) Sunrise shall deposit, by wire transfer of immediately available funds. Failure by Purchaser to timely deliver , with Torys LLP (“Escrow Agent”), Sixteen Million Canadian Dollars (CAN$16,000,000) (the Deposit “Deposit”), in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder the terms of the Escrow Agreement, dated of even date herewith, among Sunrise, the Sellers and Seller shall be entitled to terminate this Agreement by written notice to PurchaserEscrow Agent. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of applied towards the Purchase Price and credited on the Closing Date or paid to Purchaser. The giving of the Deposit hereunder Sellers on December 31, 2004 if the Closing shall have not be considered to be xxxxxxx moneytaken place by such date, except as otherwise provided under Section 10.2(b). (iid) Subject Purchaser and Sellers agree that CAN $152,224,138 of the Net Proceeds and the Payoff Amount shall be allocated to the prorations purchase of the Facilities and adjustments set forth other assets from the Facility Owners as follows (in this AgreementCanadian Dollars): Lxxx Valley Owner CAN $24,677,305 CAN $2,161,110 CAN $483,929 CAN $22,032,266 Beacon Hill Owner CAN $24,957,230 CAN $2,242,129 CAN $682,835 CAN $22,032,266 Mississauga Owner CAN $19,801,157 CAN $1,653,613 CAN $253,530 CAN $17,894,014 Markham Owner CAN $21,907,604 CAN $2,328,096 CAN $231,195 CAN $19,348,313 Windsor Owner CAN $20,036,220 CAN $1,798,097 CAN $778,782 CAN $17,459,341 Richmond Hill Owner CAN $18,284,174 CAN $ 952,514 CAN $881,469 CAN $16,450,191 Oakville Owner CAN $22,560,448 CAN $1,897,784 CAN $912,399 CAN $19,750,265 Facility Owners Total CAN $152,224,138 CAN $13,033,343 CAN $4,224,139 CAN $134,966,656 An amount equal to CAN$11,994,611 of the Net Proceeds, the balance Second Additional Purchase Price Amount and the First Additional Purchase Price Amount shall be allocated to the purchase of the Purchase Price shall be paid Operating Leases and other assets of the Facility Operators in the following proportions: 27% to Seller at Settlement by wire transfer of immediately available federal fundsBH Operator, 35% to Canada Operator and 38% to BNS Operator. Purchaser and Sellers agree to report the transaction for all tax and financial reporting purposes consistently with such allocation. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) Upon execution of this Agreement, Buyer has delivered to Seller, and Seller acknowledges receipt of, One Hundred and No/100 Dollars ($100.00) (the "Independent Consideration"), as consideration for Buyer's right to purchase the Property and to terminate this Agreement prior to the expiration of the Inspection Period (as hereinafter defined) and for Seller's execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is non-refundable and shall be retained by Seller notwithstanding any other provision of this Agreement. (b) The purchase price for the Property is AND 00/100 DOLLARS shall be Sixty Million and No/100 Dollars ($ $60,000,000) (the “Purchase Price”), subject to such credits, adjustments and prorations as are set forth herein. The Purchase Price shall be payable as follows: by Buyer at the Closing (ihereinafter defined) TEN PERCENT (10%) of and shall be paid to Seller by no later than 2:00 p.m. Eastern Time in immediately available funds by wire transfer in an amount equal to the Purchase Price (which is equal to $ ) (less the “Initial Deposit”, and together with amount of the Additional Deposit (as hereinafter defined), if ) paid pursuant to this Agreement and any and closing adjustments to the extent delivered by Purchaser, collectively, the “Deposit”which either Buyer or Seller are entitled pursuant to this Agreement. (c) Buyer shall, within five no later than two (52) business days after the Effective Date, be deposited by Purchaser with the deliver to Xxxxxxx Title Guaranty Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of a good faith deposit in immediately available funds. Failure by Purchaser funds in the amount of Five Hundred Thousand and No/100 Dollars ($500,000) (“Initial Deposit”) (the Initial Deposit along with all interest earned thereon, is hereinafter sometimes collectively referred to timely deliver as the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement“Deposit”). The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with pursuant to the terms of this Agreement pending Agreement. If the consummation sale of the Settlement (as defined below). At SettlementProperty is consummated under this Agreement, the Deposit shall be paid to Seller on account of and applied to the Purchase Price and credited at Closing. Notwithstanding anything to Purchaser. The giving of the contrary contained herein, the Deposit hereunder shall not will be considered non-refundable to be xxxxxxx money. Buyer under all circumstances, other than a termination of this Agreement pursuant to and in accordance with: (i) Section 5(i), (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. Section 6(c) or 6(d); (biii) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser Section 7(c); (iv) Section 8(a) or delivered to Seller, Escrow Agent shall have no obligation to either Seller 8(c); or Purchaser with respect to the Deposit except to interplead (invoke a concursus ofv) the Deposit into an appropriate court of competent jurisdictionSection 9(a). Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.4815-0899-8962.7 22484/0204

Purchase Price; Deposit. (a) The aggregate purchase price payable by Purchaser to Seller in consideration for the Property is AND 00/100 DOLLARS shall be the sum of One Hundred Twenty Million and No/100 Dollars ($ ) $120,000,000.00), subject to adjustment as provided in Section 1.6 (as so adjusted, the “Purchase Price”). The Purchase Price shall be allocated among (a) the Land and its appurtenances (including, payable without limitation, the Licenses, Assumed Contracts, Real Property Leases and Assumed Condemnations, but excluding the Timber), (b) the Timber (including both Pre-Merchantable Timber and Merchantable Timber), and (c) the Personal Property and Personal Property Leases, as follows: set forth on Schedule A (i) TEN PERCENT (10%) as such allocation may be adjusted after the Closing by mutual agreement of the Purchase Price Seller and Purchaser to reflect any of the adjustments and substitutions made pursuant to Section 1.6). Simultaneously with the execution and delivery of this Agreement (which or, if this Agreement is equal executed and delivered on a day other than a Business Day, on the first Business Day following the date of this Agreement), Purchaser shall deposit with the Title Company pursuant to $ the escrow agreement in the form of Exhibit A attached hereto (the “Escrow Agreement”), the sum of One Million and No/100 Dollars ($1,000,000.00) (together with any interest earned thereon, the “Initial Deposit”). Within twelve (12) days following the date of this Agreement, Purchaser shall deposit with the Title Company pursuant to the Escrow Agreement, the sum of Five Million and No/100 Dollars ($5,000,000.00) (together with any interest earned thereon, the “Subsequent Deposit” and, together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectivelyInitial Deposit, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall either be refundable (i) delivered to Purchaser only to Seller at the extent expressly set forth in this Agreement. The Deposit shall be held in Closing and applied as a non-interest-bearingcredit towards the Purchase Price or (ii) if the Closing does not occur, federally-insured account by Escrow Agent disbursed in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneySection 11.2. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. Within one (a1) The purchase price for Business Day of the Property is AND 00/100 DOLLARS execution of this Agreement and in consideration of the time and expense of Sellers in negotiating and executing this Agreement, Buyer shall procure and deliver to Ventures, on behalf of Sellers, one or more letters of credit ($ ) which letters shall be in substantially the same form as set forth in Exhibit B and issued by Sumitomo Mitsui Banking Corporation, New York Branch (the “Letters of Credit”) in an aggregate amount equal to Xxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$100,000,000) (such amount, the “Purchase PricePrice Deposit”), payable as follows: . Buyer shall ensure that the Letters of Credit (or similar Letters of Credit issued in replacement of expiring Letters of Credit) remain outstanding until the earlier of (i) TEN PERCENT the Closing Date and (10%ii) of the Purchase Price date that is thirteen (which is equal to $ 13) months after the date hereof (the “Initial DepositDeposit Period”, and together with ). If during the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, Period a Letter of Credit is not renewed within five (5) business days after Business Days prior to its expiry date, Ventures may draw such Letter of Credit in full (the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in proceeds of such capacitydraw, the “Escrow AgentExpiry Proceeds”). If the Closing occurs, then the undrawn Letter(s) by wire transfer of immediately available funds. Failure by Purchaser Credit shall be returned from Ventures on behalf of Sellers to timely deliver Buyer (without any draws made thereon) and the Deposit in accordance with this Section 2(a)(iExpiry Proceeds (if any) shall constitute a material default be applied to the payment of the Purchase Price at the Closing. If this Agreement is terminated pursuant to Section 7.1(d), then any undrawn Letters of Credit may be drawn against in full by Purchaser hereunder Ventures on behalf of Sellers and, together with the Expiry Proceeds (if any), credited against the costs or expenses (including attorneys’ fees and Seller expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (“Damages”), if any, owed by Buyer to Sellers arising out of breach of this Agreement by Buyer, with the excess of such draw proceeds and any Expiry Proceeds, if any, returned by Ventures on behalf of Sellers to Buyer upon final determination of Damages. If this Agreement is terminated and Sellers shall not then be entitled to terminate this Agreement by written notice pursuant to PurchaserSection 7.1(d), then no later than ten (10) Business Days following the effective date of such termination, Ventures on behalf of Sellers shall return the undrawn Letter(s) of Credit to Buyer (without any draws made thereon) and refund to Buyer any Expiry Proceeds. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered deemed to be xxxxxxx moneya liquidated damages payment, and shall not be deemed the sole remedy, for any breach of this Agreement by Buyer. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS Five Million Eight Hundred Thousand Dollars ($ $5,800,000.00) (the “Purchase Price”), ) and is payable by Buyer as follows: (i) TEN PERCENT Two Hundred Ninety Thousand Dollars (10%) of the Purchase Price (which is equal to $ $290,000.00) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, shall be deposited by Purchaser with the paid to Fidelity National Title Insurance Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser federal funds to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending within two (2) days after the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money.Effective Date; and (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price Price, subject to the adjustments and prorations described in this Agreement, shall be paid to Seller at Settlement Closing (as defined in Section 7 of this Agreement) by wire transfer of immediately available federal funds, transferred to the order or account of Seller or such other person as Seller may designate in writing. (b) If there is a dispute between Seller and Purchaser regarding whether the The Deposit shall be returned held by the Escrow Agent in a non-interest bearing account with a federally-insured bank or other federally-insured lending institution. Escrow Agent shall hold the Deposit in accordance with the terms and conditions of this Agreement, subject to Purchaser the following: (i) Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or delivered obligations shall be read into this Agreement against Escrow Agent. (ii) Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes, and any statement or assertion contained in such writing or instrument, and may assume that any person purporting to Sellergive any writing, notice, advice or instrument in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same, and Escrow Agent's duties under this Agreement shall be limited to those provided in this Agreement. (iii) Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, Seller and Buyer shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection Seller and Buyer shall indemnify Escrow Agent against any and all expenses including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity. (iv) If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, or the application of the Deposit, Escrow Agent shall have no obligation to either hold the Deposit until the receipt of written instructions from both Buyer and Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate final order of a court of competent jurisdiction. In addition, in any such event, Escrow Agent may act upon any instrument or other writing believed by may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees in its capacity as Escrow Agent in good faith connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. (v) Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind, unless caused by its negligence or willful misconduct. (c) Buyer and Seller hereby appoint Escrow Agent as, and Escrow Agent agrees to be genuine act as “the person responsible for closing” the transaction which is the subject of this Agreement, pursuant to Internal Revenue Code of 1986 Section 6045(e). Escrow Agent shall prepare and file the informational return (IRS Form 1099-B) required by and otherwise comply with the terms of IRS § 6045(e). Escrow Agent further agrees to be signed indemnify and presented by hold Buyer, Seller and the proper personrespective attorneys harmless from and against all claims, costs, liabilities, penalties or expenses resulting from Escrow Agent’s failure to file the appropriate reports and otherwise comply with the terms of the Internal Revenue Code pursuant to this paragraph.

Purchase Price; Deposit. (a) The Subject to the terms and conditions contained in this Agreement, the applicable Sellers agree to sell to the applicable Buyers, and the applicable Buyers agrees to purchase price from the applicable Sellers, the Properties as set forth on the Seller and Buyer Information Schedule for the Property is an amount equal to SEVEN HUNDRED FIFTY MILLION AND 00/100 NO/100 DOLLARS ($ $750,000,000.00) (the “Purchase Price”), subject to prorations and adjustments as provided in Section 2.5 below. The Allocated Purchase Price for each Property is as set forth on the Seller and Buyer Information Schedule. (b) The Purchase Price shall be payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within Within five (5) business days after Business Days following the Effective Date, be deposited by Purchaser and as a condition precedent to the effectiveness hereof, Buyer shall deposit in escrow with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Deposit Escrow Agent”) , by wire transfer of immediately available funds. Failure , the sum of THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($37,500,000.00) (the “Deposit”) to the account specified by Purchaser to timely deliver the Deposit Escrow Agent, provided that in accordance with this Section 2(a)(i) shall constitute a material default the event of any error or negligence by Purchaser hereunder and Seller Buyer’s transmitting bank or Deposit Escrow Agent’s receiving bank, Buyer’s time to comply shall be entitled automatically extended to terminate this Agreement by written notice enable the applicable bank to Purchasercure same. The Deposit shall be refundable to Purchaser only to the extent expressly set forth nonrefundable (except as otherwise provided in this Agreement. The ) when paid to the Deposit Escrow Agent and shall be delivered to and held in a non-interest-bearing, federally-insured account by Deposit Escrow Agent in accordance with pursuant to the terms, covenants and conditions of this Agreement pending Agreement. Provided the consummation of the Settlement (Closing occurs as defined below). At Settlementcontemplated by this Agreement, the Deposit shall be paid to the Seller on account of and credited against the Purchase Price and credited to PurchaserPrice. The giving Any interest earned by investment of the Deposit hereunder shall be considered as part of the Deposit. For the sake of convenience at Closing, although the Buyers are entitled to obtain the benefit of any interest earned on the Deposit and it would be applied to the Purchase Price, and thus reduce the cash required by Buyers at the Closing, the Closing Statement shall not be considered reflect such credit, and the Deposit Escrow Agent shall wire any interest earned on the Deposit to be xxxxxxx money.the Buyers promptly after Closing when such interest has been finally determined; and (ii) Subject to the prorations and adjustments set forth in this AgreementSEVEN HUNDRED TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($712,500,000.00), representing the balance of the Purchase Price shall be paid and payable at Closing, subject to Seller at Settlement the post-Closing payment to Buyers of any interest earned on the Deposit pursuant to Section 2.1(b)(i), any adjustments as provided in Section 2.5, and the escrow of any other amounts pursuant to the terms of this Agreement. At the Closing, the Deposit Escrow Agent will release the Purchase Price, as so adjusted, and make the applicable payments on the flow of funds section on the Closing Statement, by wire transfer of immediately available federal fundsfunds as specified on the flow of funds section on the Closing Statement. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”) for the Property, subject to LW:1033795.4 adjustments as provided in this Agreement, shall be FIFTEEN MILLION FIVE HUNDRED SIXTY-FIVE THOUSAND AND 00/100 DOLLARS ($15,565,000.00), payable and shall be paid as follows: (ia) TEN PERCENT Three Hundred Fifty Thousand and 00/100 Dollars (10%) of the Purchase Price (which is equal to $ $350,000.00) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, to be paid within five three (53) business days after the Effective Date, be deposited by Purchaser with the Date in immediately available funds and delivered to Heritage Title Company of Austin, Inc., 000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000, Attention: Xxxx X. Xxxxx, Phone: (000) 000-0000, Facsimile: (000) 000-0000; Email: xxxxxx@xxxxxxxx-xxxxx.xxx (“Escrow Holder” or “Title Company”). (b) The Deposit shall be held by Escrow Holder in one or more interest bearing federally‑insured money market accounts acceptable to both Seller and Buyer. As used in this Agreement, “Deposit” shall mean and include the Deposit as hereinafter defined)defined in Subsection 2(a) above and any interest earned thereon. If requested by Escrow Holder, Buyer shall execute and deliver a Form W-9 to Escrow Holder. Failure by Buyer to deliver the Deposit as provided above shall be a material default hereunder and shall render this Agreement terminable or, alternatively, voidable at the option of the Seller. (c) The balance of the Purchase Price, as escrow agent (adjusted in such capacityaccordance herewith, the “Escrow Agent”) shall be paid at Closing by wire transfer of immediately available funds. Failure by Purchaser funds and delivered to timely deliver Escrow Holder. (d) Concurrent with its deposit of the Deposit in accordance with this Section 2(a)(ithe Escrow Holder, Buyer shall deposit with the Escrow Holder the additional amount of Fifty Dollars ($50.00) shall constitute a material default by Purchaser hereunder (the “Independent Contract Consideration”) which Seller and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit Buyer agree shall be paid to Seller on account if this Agreement is terminated for any reason. Moreover, Seller and Buyer agree and acknowledge that the Independent Contract Consideration has been bargained for and agreed as additional consideration for Seller’s execution and delivery of this Agreement and for Buyer’s rights of review, inspection and termination provided herein. At Closing, the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder Independent Contract Consideration shall not be considered to be xxxxxxx money. (ii) Subject applied to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal fundsPrice. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

Purchase Price; Deposit. (a) The purchase price to be paid by Purchaser to Seller for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”)) is SIXTY ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($61,750,000.00) subject to apportionment as provided in Section 8 below, which shall be payable as follows: (i) TEN PERCENT Within one (10%1) Business Day of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the shall deliver to Commonwealth Land Title Insurance Company (as hereinafter defined)c/o LandAmerica Commercial Settlements, 0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 Attn: Xxxxx Xxxx, as escrow agent (in such capacity, the “Escrow Agent”), the sum of TWO MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($ 2,500,000.00) (the “Deposit”), by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only funds to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement Account (as defined below). It shall be a condition precedent to the effectiveness of this Agreement that Purchaser shall have delivered the Deposit to the Escrow Agent on the date hereof. (ii) At SettlementClosing, subject to and in accordance with the terms of this Agreement, (A) the Deposit shall be paid to Seller on account of the Purchase Price by Escrow Agent, and credited to Purchaser. The giving of the Deposit hereunder (B) Purchaser shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, deliver the balance of the Purchase Price shall be paid (i.e., the Purchase Price less the Deposit and the Income) to Seller at Settlement by wire transfer of immediately available federal fundsSeller, as adjusted, if necessary, pursuant to Section 8 hereof. (b) If there is a dispute between Seller The Deposit and Purchaser regarding whether the Deposit Income (defined below) shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed held by Escrow Agent for the account of Seller and disbursed in good faith accordance with the terms and conditions of Section 5 hereof. Purchaser hereby acknowledges and agrees that the Deposit and the Income held by Escrow Agent do not and shall not constitute property of the estate of Purchaser within the meaning of section 541 of title 11 of the United States Code, or substantially similar provisions of state law (the “Bankruptcy Code”), and Purchaser’s interest in such Deposit and the Income is limited to be genuine the right to have the Deposit and the Income returned if and when the conditions for the return of the Deposit and the Income to be signed Purchaser are satisfied as set forth herein. Purchaser hereby acknowledges and presented by agrees that (i) the proper persongiving of notice by Seller to release the Deposit and the Income as provided hereunder and/or (ii) the proper release of the Deposit and the Income to Seller shall not be a violation of any provision of the Bankruptcy Code, including, without limitation, section 362 of the Bankruptcy Code, or require the approval of any court with jurisdiction over any case in which Purchaser or any affiliate of Purchaser is a debtor. Purchaser hereby waives any provision of the Bankruptcy Code necessary to invoke the foregoing, including, without limitation, sections 105 and 362, and waives any right to defend against any motion for relief from the automatic stay that may be filed by Seller.

Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS aggregate consideration ($ ) (collectively, the “Purchase Price”)) to be paid by Buyer for the Assets acquired by Buyer hereunder shall be $16,000,000.00, payable as follows:further described on Exhibit 1.2 of this Agreement, as adjusted pursuant to Section 1.2(c) hereof, and delivered pursuant to Section 1.4(b)(i) hereof. (ib) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together In accordance with the Additional Deposit Bid Procedures Order, Buyer and Sellers have entered into an escrow agreement provided by Sellers (as hereinafter defined)amended, if any supplemented, amended and restated or otherwise modified from time to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacitytime, the “Escrow AgentAgreement”), with Young Xxxxxxx Stargatt & Xxxxxx, LLP (the “Escrow Holder”). Simultaneously with the execution and delivery of this Agreement and the Escrow Agreement by the Buyer, the Buyer will deposit $1,600,000.00 (the “Buyer Deposit”) with the Escrow Holder by wire transfer of immediately available funds. Failure by Purchaser to timely deliver The Escrow Holder will hold the Buyer Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a segregated non-interest-bearing, federally-insured bearing account by (the “Escrow Agent in accordance with this Agreement pending Account”) pursuant to the consummation terms of the Settlement (as defined below)Escrow Agreement. At SettlementBuyer, on the Deposit one hand, and Sellers, on the other hand, shall be paid to Seller on account share equally all costs under the Escrow Agreement, including any fee of the Purchase Price and credited to PurchaserEscrow Holder. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations terms and adjustments set forth in conditions of this Agreement and the Escrow Agreement, the balance satisfaction of each of the Purchase Price terms and conditions of this Agreement and the Escrow Agreement, the Buyer Deposit shall become payable, and shall be paid paid, to Seller the Sellers at Settlement the Closing. Subject to the terms and conditions of this Agreement and the Escrow Agreement, the satisfaction of each of the terms and conditions of this Agreement and the Escrow Agreement, at the Closing, Buyer and Sellers shall jointly instruct the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available federal funds. (b) funds into an account designated by Sellers. If there this Agreement is a dispute between Seller validly terminated prior to the Closing, in accordance with the terms and Purchaser regarding whether conditions of this Agreement, the Buyer Deposit shall be returned released and distributed to Purchaser Buyer or delivered to Seller, as applicable, in accordance with the terms of the Escrow Agent Agreement and Section 6.3 hereof. In the event of any conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personprevail.

Purchase Price; Deposit. Buyer will pay the Purchase Price as described in this Section. All payments will be made in immediately available funds delivered into escrow with Escrow Agent. (a) Buyer will deliver the Deposit within three (3) Business Days following the Effective Date. Escrow Agent will place the Deposit in a separate account on behalf of Seller and Buyer. Buyer will instruct Escrow Agent whether Buyer elects to have such account be interest-bearing. (b) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable Deposit will be applied as follows: : (i) TEN PERCENT (10%) of the Purchase Price (which if Buyer terminates this Agreement when Buyer is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be expressly entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (do so as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth provided in this Agreement, the Deposit (less the Transaction Fee, as provided below) will be returned to Buyer; (ii) if the Deposit is to be received by Seller as expressly provided in this Agreement, the Deposit will be paid to Seller; and (iii) if Closing occurs, the Deposit will be credited to Buyer, applied against the Purchase Price, and paid to Seller at Closing. (c) Buyer will acquire the Ruskin Site subject to the Loan, and upon assumption of the Loan Buyer will receive a credit against the Purchase Price equal to the outstanding principal balance of the Loan as of the Closing Date. (d) Buyer will deliver the cash balance of the Purchase Price shall Price, as adjusted for any prorations, credits and adjustments to be made pursuant to the terms of this Agreement, in immediately available funds to Escrow Agent not later than the Closing Date, to be paid to Seller at Settlement by wire transfer of immediately available federal fundsupon Closing. (be) If there The Transaction Fee is a dispute between the independent consideration for the execution of this Agreement by Seller and Purchaser regarding whether the provision of the Diligence Period by Seller to Buyer (it being understood that Buyer also expects to incur substantial costs and expenses in connection with this Agreement and Buyer’s inspections as contemplated by Section 2.1 in reliance upon Buyer’s rights under this Agreement). Upon any termination of this Agreement prior to Closing, the Transaction Fee will be deducted from the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed and paid by Escrow Agent to Seller. The Transaction Fee is earned by Seller as of the Effective Date of this Agreement and is non-refundable in good faith all events, and any reference in this Agreement to a return of the Deposit to Buyer will mean such amount “less the Transaction Fee;” provided, however, that if Closing occurs, the Transaction Fee will be genuine included in the Deposit amount credited to Buyer and applied to be signed and presented by the proper personPurchase Price as provided above.

Purchase Price; Deposit. (a) The total purchase price (the "Purchase Price") for the Property is AND 00/100 DOLLARS Thirty Four Million Three Hundred Thousand and xx/100 Dollars ($ ) ($34,300,000.00). On the “Closing Date, the Purchase Price”), payable as increased or decreased by prorations and adjustments as herein provided, shall be payable, subject to the terms hereof, as follows: (i) TEN PERCENT If Buyer assumes that certain loan (10%the "EXISTING LOAN") in the original principal amount of $19,000,000 from Principal Life Insurance Company (the "First Mortgagee") to Seller dated December 20, 2004, Buyer shall receive a credit against the Purchase Price (which is in an amount equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation outstanding principal balance of the Settlement (as defined below). At Settlement, Existing Loan on the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx moneyClosing Date. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement payable in cash by wire transfer of immediately available funds in U.S. dollars via the federal fundsbank wire transfer system to a bank account designated by Seller in writing to Buyer prior to the Closing. (b) If there is a dispute between Seller Within three (3) business days following the execution and Purchaser regarding whether delivery of this Agreement, Buyer shall deposit with Commonwealth Land Title Insurance Company. (the "TITLE COMPANY"), an amount equal to Two Hundred Thousand Dollars ($200,000.00) (the "INITIAL DEPOSIT") in immediately available good funds, by federal wire transfer. Within three (3) business days following the expiration of the Study Period (provided that Buyer does not exercise its right to terminate this Agreement and receive the return of the Initial Deposit), Buyer shall post an additional deposit in immediately available good funds, by federal wire transfer (the "ADDITIONAL DEPOSIT", together with the Initial Deposit, the "DEPOSIT") in an amount equal to Four Hundred Thousand Dollars ($400,000.00). The Title Company shall hold the Deposit in an interest bearing account in accordance with the terms and conditions of this Agreement. All interest on such sum shall be deemed income of Buyer, and shall become part of the Deposit. In the event that this transaction is consummated, the Deposit will be applied in partial satisfaction of the Purchase Price. If, however, this transaction is not consummated, the Deposit will be delivered to Seller or returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented Buyer by the proper personTitle Company as elsewhere provided in this Agreement.

Purchase Price; Deposit. (a) The purchase price to be paid by Buyer to Seller in consideration for the Property is AND 00/100 DOLLARS Timberland Assets ($ in addition to assumption of the Assumed Liabilities) shall be one hundred fifty-two million five hundred thousand dollars ($152,500,000), subject to adjustment as provided in Section 6.4 (the “"Purchase Price”"). Within two business days after the execution of this Agreement, payable Buyer shall deposit into the Closing Escrow (as follows: defined at Section 3.1 below) four million five hundred thousand dollars (i$4,500,000) TEN PERCENT as a nonrefundable (10%except as provided below) of deposit toward the Purchase Price (which is equal the "Deposit"); interest on the Deposit shall accrue to $ the benefit of Buyer. At the Closing, Buyer shall deposit into the Closing Escrow (as defined at Section 3.1 below) an amount that, when added to the balance of the funds on deposit in the Closing Escrow, shall amount to $45,000,000, plus all additional payments due to Seller at Closing (the “Initial Deposit”"Down Payment"). The Down Payment, less closing costs and together with prorations (if known) allowable to Seller, shall be payable in cash at the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) Closing by wire transfer of in immediately available funds. Failure funds to an account or accounts designated by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder Seller and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be payable by delivery of an executed Purchase Price Note (as defined at Section 2.5 below); provided, however, that Seller may require by written notice delivered to Buyer no later than September 30, 1997, that the balance of the Purchase Price be paid to Seller in cash at Settlement closing by wire transfer if Seller determines, in its sole discretion, that it is not able to finance the Purchase Price Note with Seller's lead commercial lender on terms and conditions acceptable to Seller; provided, further, that the Target Closing Date (as defined at Section 3.1) shall be extended by the number of immediately available federal funds. days equal to the number of days between the date of this Agreement and the date such written notice is delivered to Buyer. In the event the Closing does not occur due to termination hereof by Seller in accordance with Section 10.1(a) (bas a result of a failure of any of the conditions set forth in Section 8.2 or 8.4) If there is or 10.1(c), the Deposit shall be retained by Seller as a dispute between portion of the liquidated damages and the consideration for the rights being granted to Buyer hereunder. In the event the Closing does not occur for any reason other than due to termination hereof by Seller and Purchaser regarding whether in accordance with Section 10.1(a) (as a result of a failure of any of the conditions set forth in Section 8.2 or 8.4) or 10.1(c), the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper personBuyer.