Common use of Purchase Price Clause in Contracts

Purchase Price. The purchase price is $ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (athe "Purchase Price") On for the signing Mortgage Loans shall consist of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown cash in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of [ ]% of the aggregate Loan Balance thereof as of the Cut-Off Date, plus accrued interest on the aggregate Loan Balance of the Mortgage Loans from and including the Cut-Off Date to but excluding the Closing Date. Such cash shall be payable by CRMSI to the Seller on the Closing Date in same-day funds. Upon payment of the Purchase Price, the Seller shall sell, transfer, assign, set over and otherwise convey to CRMSI without recourse all of the Seller's right, title and interest in and to the Mortgage Loans, including all interest and principal received or receivable by such Seller on or with respect to the Mortgage Loans, including all amounts received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principalprincipal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies. The Seller represents agrees to deliver (or cause to be delivered) to CRMSI or its designee all documents, instruments and warrants that agreements required to be delivered by CRMSI to the amount shown in paragraph 3(b) is substantially correct Trustee under the Pooling Agreement and agrees that only payments required by such other documents, instruments and agreements as CRMSI shall reasonably request. CRMSI hereby directs the existing mortgage will be made between the date hereof Seller to execute and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. The Such purchase price is $and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall: (a) On the signing of this contract, by Xxxxxxxxx’s good check payable pay or provide to the Escrowee Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as hereinafter defined)otherwise provided below, subject any early termination fee or prepayment fee payable pursuant to collectionthe Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the receipt early termination fee provided for in Section 13.1 of which is hereby acknowledgedthe Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onas required by the foregoing clause (iv)); (b) To be deemed to have agreed not to amend, modify or waive the extent that any required payments are made on provisions of (i) Section 13.1 of the existing mortgage between the date hereof and Closing which Revolving Loan Credit Agreement so as to waive or reduce the unpaid principal amount early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof below unless and until the amount shown earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in paragraph 3(b)all material respects, then the balance terms of Sections 2.9 through 2.18 of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.Revolving Loan Credit Agreement; and (c) If there is a mortgagee escrow accountbe deemed to have agreed to reimburse (or if required by any Revolving Loan Creditor, Seller shall assign it to Purchaser, if it can be assigned, backed by stand-by letters of credit or cash collateral in an amount and in that case Purchaser shall pay a manner reasonably satisfactory to the amount Revolving Agent) the Revolving Loan Creditors in respect of indemnification obligations of Obligors under the escrow account Revolving Loan Financing Documents owed to Seller at Closing. (d) Seller shall deliver a Revolving Loan Creditor as to Purchaser at Closing matters or circumstances for which a certificate dated not more that 30 days before Closing signed claim has been asserted in good faith by the holder Revolving Agent or another Revolving Loan Creditor in writing on or before the date of such purchase and sale; provided, in no event will Term Loan Lenders or any Term Loan Purchaser have any liability for such amounts in excess of proceeds of Term Loan Collateral received by Term Loan Lenders or any other Term Loan Purchaser. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the existing mortgageRevolving Agent as the Revolving Agent may designate in writing to the applicable Term Loan Purchasers for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m. New York, New York time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Term Loan Purchasers to the bank account designated by the Revolving Agent are received in form for recordingsuch bank account later than 1:00 p.m. New York, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationNew York time. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. 4.1 The purchase price is $of the Property, plus Value-Added Tax ("VAT") at zero percent, shall be the price as stipulated in Schedule “1”. The purchase price shall be paid as follows: 4.2 A deposit of 10% (aten percent) On of the signing purchase price to the Agent by the Purchaser immediately on the Purchaser’s signature of this contractagreement, which amount the Purchaser hereby authorises the Agent to pay over to the Seller‘s attorneys against registration of transfer of the Property into the Purchaser’s name in terms hereof or an earlier time as agreed by Xxxxxxxxx. 4.3 The Purchaser’s signature hereto shall constitute the Purchaser’s written consent to authorise the Agent to invest all amounts paid on account of the Purchase Price in an interest bearing account with a bank of the Agent’s choice. The interest shall accrue to the Estate Agency Affairs Fidelity Fund in terms of section 32 (2) (c) of the Estate Agency Affairs Act unless the parties agree otherwise in writing. 4.4 The balance of the Purchase Price shall be paid in cash and secured, to the satisfaction of the Seller‘s Attorneys, by Xxxxxxxxxa written guarantee from a registered financial institution, payable free of exchange, against registration of transfer of the Property into the Purchaser’s good check payable name. The Purchaser may elect to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then secure the balance of the price payable at Closing under paragraph 3(d) Purchase Price by payment in cash to the Seller‘s Attorneys, who shall hold same in trust, pending registration of transfer into the name of the Purchaser. The aforesaid guarantee shall be increased presented and/or cash shall be payable by the amount Purchaser to the Seller‘s Attorneys within 45 (forty five) days from receipt of payments of principal. Seller represents and warrants a written request to that effect from the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required Seller‘s attorneys. 4.5 All monies due by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assignedPurchaser in terms of this Agreement, and in that case Purchaser unpaid on due date, shall pay bear interest at the amount in rate of 2% (two percentum) above the escrow account Prime Rate, per month, calculated from the due date of payment to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder actual date of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications payment thereof, (ii) both days inclusive). 4.6 Any payment made by the existing mortgage is not now, Purchaser in terms of this Agreement shall be allocated first to the payment of Agent's Commission when due then interest and at thereafter to the time payment of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesmonies due in terms hereof.

Purchase Price. The purchase price is $ (a) On the signing date of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collectionsuch purchase and sale, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) purchasing Term Credit Parties shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered pay to Purchaser true the ABL Agent, for the benefit of ABL Credit Parties, as the purchase price therefor the full amount of all the ABL Obligations (excluding any Excess ABL Obligations and complete copies of the existing mortgage, the note secured thereby excluding ABL Obligations cash collateralized in accordance with clause (ii) below) then outstanding and any extensions and modifications thereofunpaid, (ii) furnish cash collateral to the existing mortgage ABL Agent in such amounts as the ABL Agent determines is reasonably necessary to secure the ABL Agent and the other ABL Credit Parties in connection with (A) any outstanding L/C Obligations (as defined in the ABL Credit Agreement) (but not nowin any event in an amount greater amount than the amount required under the ABL Credit Agreement, (B) to the extent not terminated and paid in cash, Obligations with respect to Bank Products (other than amounts in excess of the Bank Product Cap) and Cash Management Services, and (C) any indemnity obligations for claims that have been asserted at the time of Closing will not be, in defaultpurchase, and (iii) agree to reimburse the existing mortgage does ABL Agent and the other ABL Credit Parties for all expenses theretofore or thereafter incurred by any of them and not contain any provision that permits included in the holder ABL Obligations at the time of purchase, but only to the extent such would have been due and payable in accordance with the ABL Documents (including, without limitation, the reimbursement of reasonable legal expenses, commercial finance examination expenses, and appraisal fees). Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the purchasing Term Credit Parties to the bank account designated by the ABL Agent are received in such bank account prior to 2:00 p.m., Boston time, and interest shall be calculated to and including such Business Day if the amounts so paid by purchasing Term Credit Parties to the bank account designated by the ABL Agent are received in such bank account later than 2:00 p.m., Boston time. Notwithstanding anything to the contrary, in the event that, within one (1) year following the date of such purchase and sale, the ABL Obligations are refinanced or the Aggregate Commitments (as defined in the ABL Credit Agreement) are terminated or permanently reduced (or have been terminated or reduced at the time of the mortgage purchase and sale), the purchasing Term Credit Parties shall remit any payments in respect of any Excess ABL Obligations received by any of them to require its immediate payment in full or to change any other term thereof by reason the ABL Agent, for the benefit of the sale or conveyance ABL Credit Parties, as additional consideration for the purchase of the PremisesABL Obligations described herein.

Purchase Price. The If the Buyer agrees to purchase price is $ (a) On the signing Eligible Mortgage Loans described in any Purchase Request, then in consideration of this contract, the sale by Xxxxxxxxx’s good check payable the Seller to the Escrowee (as hereinafter defined), subject to collectionBuyer of such Mortgage Loans and the transfer of the Mortgage Documents relating thereto, the receipt Buyer shall, on the Closing Date, pay or cause to be paid to the Seller the Purchase Price therefor in the form of which is cash by federal wire transfer (same day) funds, and simultaneously with such payment, the Seller hereby acknowledgedsells, assigns and transfers to the Buyer, (i) the Eligible Mortgage Loans listed on the Mortgage Loan Schedule attached to the Seller Assignment delivered on such Closing Date and all Monthly Payments received thereon after such Closing Date, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Seller in, to be installments of $ which include and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto and all rights under related title and hazard insurance policies, all escrow amounts, if anyand other amounts held by the Seller in connection therewith, and with any balance of principal being due and payable on all rights to service those Mortgage Loans, (biv) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance all rights of the price payable at Closing Seller in, to and under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents real property and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow accountimprovements thereon securing those Mortgage Loans, Seller shall assign it to Purchaserincluding, if it can be assignedwithout limitation, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder all rights of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date Seller as mortgagee with respect to which interest has been paid such real property and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in defaultimprovements, and (iiiv) all purchase agreements, credit agreements or other agreements pursuant to which the existing mortgage does not contain Seller or any provision that permits the holder Affiliate of the mortgage to require its immediate payment in full Seller acquired such Mortgage Loans and Mortgage Documents and all promissory notes, security agreements and other instruments and documents executed by the Seller or to change any other term thereof by reason Affiliate of the sale Seller pursuant thereto or conveyance of the Premisesin connection therewith, insofar as such agreements, instruments and documents relate to such Mortgage Loans and Mortgage Documents.

Purchase Price. The Buyer shall purchase price is $the Shares for aggregate consideration (the “Purchase Price”) as follows: (a) On At the signing of this contractClosing, by Xxxxxxxxx’s good check payable the Buyer shall pay to the Escrowee Shareholders the sum of nine hundred eighty five thousand dollars ($985,000) by wire transfer of immediately available funds to such bank account of the Shareholders as hereinafter defined), subject the Shareholders shall designate in writing prior to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onClosing. (b) To On October 1, 2003, the extent that any required payments are made on Buyer shall issue to the existing mortgage between Shareholders two hundred thousand (200,000) shares of Buyer’s common stock (the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b“Common Stock”), then the balance of the price payable at Closing under paragraph 3(d) which shall be increased by the amount of payments of principalrestricted stock. Seller represents and warrants that the amount shown Such stock shall be subject to vesting as provided in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingExhibit A attached hereto. (c) If there is a mortgagee escrow accountOn September 30, Seller 2003, the Buyer shall assign it deliver to PurchaserComerica, if it can Inc. (the “Escrow Agent”) the sum of five hundred thousand dollars ($500,000) (the “Escrow Amount”). The Escrow Amount shall be assignedheld by the Escrow Agent and distributed pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit B, to be entered into by the Buyer, the Shareholders and the Escrow Agent at or prior to the Closing, and shall be subject to set off, in that case Purchaser shall pay the amount accordance with Section 13.5 hereof, in the escrow account to Seller at Closingevent that the Company or the Shareholders breach the representations and warranties contained in Section 5 of this Agreement. (d) Seller After Closing, the Shareholders shall deliver be entitled to Purchaser at Closing a certificate dated not more receive up to five percent (5%) of all gross customer receipts less credit card and transaction expenses, discounts, returns, and bad debt expenses (“Net Revenue”) from products or services that 30 days before Closing signed by present listing information procured from permitted, active data feeds from all Multiple Listing Service (“MLS”) partners (“MLS Relationships”) listed or described on the holder MLS Scorecard provided in Exhibit C attached hereto, as its core value proposition, regardless of whether such Net Revenue is generated from an existing MLS Relationship, an existing relationship of the existing mortgageBuyer or a new relationship, including revenue from the Buyer’s buyer leads service, sale of the Company’s eMLS tool, websites sold to real estate agents or brokers that display listing data primarily obtained from the Company’s MLS Relationships, newsletters that present local home sale and listing information, so long as such data is procured from the Company’s MLS Relationships, and any other products that are largely based on the Company’s MLS Relationships, but excluding from the Buyer’s current products and services (which Buyer’s current products and services include, but are not limited to, seller leads service, Summit Club, HouseValues Store, Premier Coaching Services, seminars and conventions, and training services), and excluding from all other products and services which are not dependent on the Company’s MLS Relationships (“Revenue Sharing Payments”). Such Revenue Sharing Payments shall be payable quarterly for ten (10) consecutive fiscal quarters following the Closing Date, beginning with the quarter ended December 31, 2003. Each quarterly Revenue Sharing Payment shall be calculated as provided in Exhibit C hereto, and shall be subject to set off, in form for recordingaccordance with Section 13.5 hereof, certifying in the amount of event that the unpaid principal, Company or the date to which interest has been paid Shareholders breach the representations and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined warranties contained in Section 274-a 5 of the Real Property Law it maythis Agreement. For purposes of this paragraph, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that “permitted” shall mean (i) Seller has delivered allowed pursuant to Purchaser true and complete copies the terms of the existing mortgage, the note secured thereby and any extensions and modifications thereof, a written contract or (ii) the existing mortgage allowed pursuant to usage where no written contract is not nowrequired, and at the time “active” shall mean capable of Closing will not bebeing accessed, in default, and (iii) the existing mortgage does not contain any provision that permits the holder regardless of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.whether such data feed was actually accessed

Purchase Price. The Upon any exercise of the Purchase Option, the purchase price is $for the Chugach Portion shall be the Purchase Price; provided that Purchaser may offset any Purchase Price Adjustment against the Purchase Price. The Parties agree that, for the purposes of calculating the Purchase Price, the following expenditures shall be capitalized or, if necessary, deferred and amortized, for purposes of determining the “net book value” of the Chugach Portion for purposes of determining the Purchase Price: (a) On 1. all overhaul costs for the signing of this contractFacility, whether treated as expenses or otherwise for purposes other than determining the Purchase Price, that have been paid by Xxxxxxxxx’s good check payable Purchaser with respect to the Escrowee Seller’s Interest prior to any acquisition by MEA of all or any portion of the Seller’s Interest; and 2. any other expenditures or regulatory assets related to compliance with Applicable Law made by Purchaser with respect to the Seller’s Interest prior to any acquisition by MEA of all or any portion of the Seller’s Interest; and 3. any other improvement, contribution, or expense (as hereinafter defined), subject other than operating expenses) made or paid by or on behalf of Purchaser with respect to collection, the receipt of which is hereby acknowledged, Facility to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that such improvement, contribution or expense increases the value of the Facility above the value of the Facility immediately before such improvement, contribution or expense is made or paid and that, after amortization, has a positive value that extends beyond the Term. If, for any required payments reason, any generation unit overhaul costs or expenditures related to environmental compliance or other compliance with Applicable Law are made not capitalized on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)Seller’s financial statements, then the balance of the price payable at Closing under paragraph 3(d) such costs or expenditures shall be increased by imputed as a capital investment in Seller’s Interest and deferred and amortized for the amount purposes of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingestablishing “net book value. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.”

Purchase Price. The purchase price is $ (a) On In consideration of the signing conveyance of this contract, the Purchased Assets by Xxxxxxxxx’s good check payable a Seller to the Escrowee Depositor and the Depositor Loan Trustee for the benefit of the Depositor from time to time in accordance with Section 2.01, the Depositor shall pay to, or at the direction of, such Seller the purchase price for the Loans described in the applicable Assignment Agreement, or Additional Loan Assignment, or conveyed in connection with a Renewal Loan Replacement pursuant to Section 2.03 hereof, in each case, which purchase price shall be a price (as hereinafter definedor formula for determining such price) agreed to by the Depositor and such Seller on or before such Addition Date (the “Purchase Price”), subject which price shall not in the opinion of the Depositor be materially less favorable to collectionthe Depositor than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of the applicable Loans and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. The Depositor and the Depositor Loan Trustee for the benefit of the Depositor shall not be required to purchase any Loan hereunder if the Depositor does not have sufficient funds or other assets which may constitute consideration under the terms hereof (unencumbered by any Lien, including any Lien of the Issuer, the receipt Issuer Loan Trustee or the Indenture Trustee) to pay the Purchase Price in respect of which is hereby acknowledged, such Loan. The Depositor’s agreement to purchase Additional Loans in Section 2.03(a) shall be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable ondeemed a representation by the Depositor that it will have sufficient funds to pay the applicable Purchase Price to the applicable Seller on the date specified in clause (b) below. (b) To The Purchase Price with respect to any Loan is payable by the extent that any required payments are made Depositor at the direction of the related Seller in immediately available funds on the existing mortgage between Closing Date or the date hereof Payment Date immediately following (i) the Collection Period in which Renewal Loans with respect to Renewal Loan Replacements become Additional Loans and Closing which reduce (ii) the unpaid principal amount thereof below the amount shown in paragraph 3(b)Loan Action Date with respect to each other Additional Loan, then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingas applicable. (c) If there is In the case of any Additional Loan relating to a mortgagee escrow accountRenewal Loan Replacement, Seller shall assign it to Purchaser, if it can be assigned, and the Purchase Price payable on the applicable Payment Date in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder respect of the existing mortgage, in form for recording, certifying applicable Renewal Loan shall be calculated on the amount of the unpaid principal, the date to which interest has been paid and the amountsexcess, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a Loan Principal Balance of such Renewal Loan over the Terminated Loan Price of the Real Property Law it mayTerminated Loan relating to such Renewal Loan, instead of the certificatein each case, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesRenewal.

Purchase Price. The purchase, sale and assumption pursuant to this Section 12.24 shall be made by execution and delivery by the Administrative Agent, Revolving Lenders and exercising Term Lenders of an Assignment and Acceptance. Upon the date of such purchase price is $ and sale, (ai) On the signing of this contract, by Xxxxxxxxx’s good check payable exercising Term Lenders shall pay to the Escrowee (as hereinafter defined)Administrative Agent for the Obligations with respect to the Revolving Loans and Swingline Advances owing to the Revolving Lenders and the Revolving Agent, subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include including principal, interest accrued and escrow amounts, if anyunpaid thereon, and with any balance of principal being fees accrued and unpaid thereon, to the extent earned or due and payable on (b) To in accordance with the extent that Credit Documents and irrespective of whether allowed or allowable in connection with any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank bankruptcy or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereofinsolvency proceeding, (ii) any contingent indemnification Obligations in respect of asserted indemnity claims payable to the existing mortgage is not now, and at the time of Closing will not beRevolving Lenders or their respective Affiliates (which, in defaultthe case of contingent Obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to 100% of such obligations; it being agreed by the parties hereto that the Administrative Agent shall (A) be entitled to apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and their respective Affiliates and (B) promptly return any unapplied portion of such cash collateral to the Collateral Agent for the benefit of the Term Lenders at such time as all such Obligations have been paid in full) and (iii) all expenses to the existing mortgage does not contain any provision that permits extent owing to the holder Revolving Lenders in accordance with the Credit Documents shall have been paid in full. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to the Collateral Agent in accordance with Section 2.08, solely for the account of the mortgage selling Revolving Lenders and shall be immediately distributed to require its immediate payment such selling Lenders in full or accordance with their respective ratable shares. Interest and fees shall be calculated to change any other term thereof but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by reason the Term Lenders are received by the Administrative Agent prior to 2:00 p.m. (New York time) and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the Term Lenders are received by Administrative Agent later than 2:00 p.m. (New York time). If, within 12 months after the consummation of the purchase, sale and assumption made pursuant to this Section 12.24, any Term Lender receives any Prepayment Premium solely and directly arising from the reduction or conveyance termination of Revolver Commitments in accordance with Section 4.04, then such Prepayment Premium shall be segregated and held in trust and promptly paid over to the Revolving Agent, for the benefit of the Premisesselling Revolver Lenders, in the same form as received, with any necessary endorsements. For the avoidance of doubt, the foregoing sentence shall not apply to any Prepayment Premium payable in respect of the Term Loans.

Purchase Price. The purchase price is $ (a) On In consideration of the signing sale, conveyance, transfer, assignment and delivery of this contractthe Acquired Assets by the Seller, by Xxxxxxxxx’s good check payable pursuant to Section 1.01(a), the Buyer agrees to pay to the Escrowee (as hereinafter defined)Seller, subject to collectionin accordance with Section 1.03, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onPurchase Price. (b) On the terms and subject to the conditions set forth in this Agreement and the Acquired Assets Xxxx of Sale, at the Closing, the Seller shall assign to the Buyer all of its rights under the Real Property, the Assumed Contracts and the Permits and all of its obligations under the Contracts listed on Schedule 1.01(a)(v) and the Permits listed on Schedule 1.01(a)(vi), in each case to the extent such obligations arise after the Closing, and the Buyer shall accept the assignment of all of the Seller’s rights thereunder and shall assume all of the Seller’s obligations thereunder, to the extent such obligations arise after the Closing. To the extent that Applicable Law permits such an assignment and the notice to or consent of any Person is required, the Seller shall deliver to, and obtain from, the applicable Person the required consent or notice in accordance with the terms and conditions of the applicable Assumed Contract or Permit, and shall use best efforts to obtain any required payments are made on consents, upon terms substantially similar to those enjoyed by the existing mortgage between Seller under such Assumed Contract or Permit, prior to the date hereof and Closing which reduce Date. To the unpaid principal amount thereof below extent that (i) Seller is unable to obtain any such required consents to assignment or (ii) Applicable Law does not permit the amount shown in paragraph 3(b)Seller to assign any Assumed Contract or Permit that would otherwise constitute a Purchased Asset, then the balance Seller shall (A) provide to the Buyer, at the request of the price payable Buyer, the benefits of any such Contract or Permit, and (B) enforce and perform, at Closing under paragraph 3(d) shall be increased by the amount request and reasonable expense of payments the Buyer, for the account of principal. the Buyer, any rights or obligations of the Seller represents arising from any such Contract against or in respect of any third party, including the right to elect to terminate any Contract in accordance with the terms thereof upon the advice of the Buyer, or otherwise enter into with the Buyer such other arrangements sufficient to provide equivalent benefits and warrants that burdens to the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingBuyer. (c) If there is a mortgagee escrow accountNotwithstanding anything in this Agreement to the contrary, the Buyer shall not assume, and the Seller shall assign it be responsible for the payment, satisfaction, performance and discharge of any and all liabilities, obligations, claims, demands, expenses, damages or responsibilities of the Seller, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to Purchaserbecome due. Such liabilities are including, if it can be assignedbut not limited to, and in that case Purchaser shall pay those terms set forth on Schedule 1.02(c) (collectively, the amount in the escrow account to Seller at Closing“Retained Liabilities”). (d) Notwithstanding anything contained herein to the contrary, (i) the Seller or the Buyer, as the case may be, shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed receive credit for the current installment of real estate taxes and assessments (including any assessment imposed by private covenant) paid by the holder Seller on or before the Closing Date and applicable to the Seller’s period of ownership or applicable to the Buyer’s period of ownership, respectively, even if such taxes and assessments are not yet due and payable and (ii) the following assets and liabilities of the existing mortgage, in form for recording, certifying Real Property shall be apportioned between the amount Seller and the Buyer as of the unpaid principalClosing Date, as if the date Buyer were vested with title to the Acquired Assets during the entire day on which interest has been paid the Closing occurs (income and expenses for the amountsperiod before the day of Closing shall be for the account of the Seller and income and expenses for the period on and after the day of the Closing shall be for the account of the Buyer): (A) gas, electricity and other utility charges for which Seller is liable, if any, claimed such charges to be unpaid for principal apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing; and (B) any other operating expenses or other items pertaining to the Acquired Assets or the Real Property which are customarily prorated between a buyer and interest, itemizing a seller in the same. Seller shall pay area in which the fees for recording such certificatebusiness is located. If the holder amount of any such expenses, taxes and assessments for the existing mortgage year or period in which the Closing occurs are not yet known or fixed, the most recent amount of such expenses, charges, taxes and assessments shall be used for such proration and either party shall be entitled to a post-Closing adjustment when the actual amount is a bank or other institution as defined finally determined, which adjustment shall be reflected in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationFirst Installment Payment. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies For purposes of the existing mortgageRetained Liabilities, the note secured thereby whenever reference is made to liabilities and obligations, such reference shall be deemed to include any extensions and modifications thereofliabilities, (ii) the existing mortgage is not nowobligations, claims, demands, expenses, damages or responsibilities pertaining thereto, whether known or unknown, absolute, accrued, contingent or otherwise, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full whether due or to change any other term thereof by reason of the sale or conveyance of the Premisesbecome due.

Purchase Price. The purchase price is $ (a) On Subject to the signing terms and conditions of this contractAgreement, and in consideration of the sale, conveyance, assignment, transfer and delivery of the Assets, Buyer or Parent, as the case may be, will deliver or cause to be delivered by Xxxxxxxxx’s good check payable Parent Subsidiaries, in full payment, together with the Assumed Liabilities, for the sale, conveyance, assignment, transfer and delivery of the Assets, the following: (i) payment by Buyer at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of an aggregate amount up to but not exceeding $100,000,000; (ii) payment by Parent at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of an amount equal to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amountsexcess, if any, of $100,000,000 over the amount paid by Buyer to Seller pursuant to Section 1.2(a)(i) hereof (the sum of any payments made by Buyer and with any balance of principal being due Parent pursuant to Sections 1.2(a)(i) and payable on1.2(a)(ii) hereof, the "CLOSING CASH PURCHASE PRICE"); (biii) To with respect to the extent that Non-U.S. Agreements, payment by the appropriate Parent Subsidiaries at the Closing by wire transfer to such bank account(s) as specified by Seller in Schedule 1.2(a)(i) of the Disclosure Schedules (or as otherwise provided in writing to Parent), in immediately available United States funds, of the amount of cash consideration contemplated by the Non-U.S. Agreements (the "LOCAL JURISDICTION CASH CONSIDERATION") (the sum of the Closing Cash Purchase Price and the Local Jurisdiction Cash Consideration, as adjusted pursuant to Section 1.8, the "FINAL CASH PURCHASE PRICE"); (iv) the issuance and delivery at the Closing by Parent to Seller of a duly executed note in the principal amount of $12,904,000 (the "NOTE"), in the form attached hereto as Exhibit E; (v) the issuance at the Closing by Parent to Seller of one or more stock certificates registered in the name of Seller or one or more controlled affiliates of Seller as reasonably designated by Seller prior to the Closing representing 5,432,099 ordinary shares of Parent, NIS 0.10 par value per share, subject to adjustment for any required payments are made on the existing mortgage between stock split, reverse split or stock dividend or similar transaction occurring after the date hereof and prior to the Closing which reduce (the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance "PARENT STOCK") (less a number of shares of Parent Stock with a value as of the price payable at Closing under paragraph 3(d) shall be increased by equal to the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.Local Jurisdiction Cash Consideration); and (cvi) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder payment of the existing mortgage, Earn-out (as defined in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amountsSection 1.7), if any, claimed of up to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be$25,000,000, in default, and (iii) the existing mortgage does not contain any provision that permits the holder accordance with Section 1.7 of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesthis Agreement.

Purchase Price. The purchase price is $consideration (the "Consideration") for the Shares and the Shareholder Loan (including any interest accrued thereon and not paid) shall consist of, and be paid in the following manner: (a) On the signing date hereof, Purchaser shall deposit an amount in cash of Thirty Million NIS (NIS 30,000,000) in a bank account designated by Seller (such amount, including any interest accrued thereon: the "Deposit"). The Deposit shall be held and disposed by Seller to the credit of either Seller or Purchaser, in accordance with the terms and conditions of this contractAgreement. At Closing, the Deposit shall be immediately released to Seller pursuant to the terms hereof and be applied to and credited against the Consideration in accordance with Section 1.3(b) below. If Closing does not occur, the Deposit shall be payable to Seller or to Purchaser in accordance with Section 9. If the circumstances do not result in the payment of the Deposit to Seller pursuant to this Section 1.3 or Section 9, the Deposit shall be released to Purchaser promptly after termination of this Agreement. To the extent that Seller shall be required to release the Deposit to Purchaser after termination of this Agreement, Seller will be entitled to withhold and deduct from the payment of any Deposit (including any interest accrued thereon), the Tax amount required to be withheld and deducted under any applicable law which are payable on such Deposit (including any interest accrued thereon). To the extent that amounts are so withheld by Seller, they shall be treated for all purposes of this Agreement as having been paid to Purchaser. (b) At Closing, Purchaser shall pay to Seller, by Xxxxxxxxx’s good check payable wire transfer of immediately available funds to an account designated in writing by Seller, an amount in NIS equal to Six Hundred and Fifty Million NIS (NIS 650,000,000) minus the Escrowee Deposit. (as hereinafter defined), subject to collectionc) On the date hereof, the receipt Company shall assign to Seller all of which is hereby acknowledged, its rights to be installments of $ which include principal, interest and escrow amountsreceive payments (including default interest, if any, and with any balance of principal being due rights to seek enforcement and payable on (b) To the extent that any required damages if such payments are made not timely made) from B Communications Ltd. (f/k/a 012 Smile.Communications Ltd.), a company organized under the laws of Israel ("BC"), pursuant to that Amendment, Joinder and Affirmation to the Asset Purchase Agreement, dated as of January 26, 2010, by and between the Company and BC (the "BC Payments"). The parties hereby agree that, if BC or any other third party whose consent is required for the same at Seller's reasonable discretion, does not consent in writing to the aforesaid assignment until the Closing, then, in lieu of such assignment, Purchaser shall cause the Company, and the Company shall, (i) transfer any such payments received from BC on the existing mortgage between or following the date hereof and Closing which reduce to Seller (net of any applicable Tax, if any, paid by the unpaid principal amount thereof below the amount shown in paragraph 3(bCompany), then immediately following their receipt, (ii) if not timely received, cooperate with Seller (including by way of engaging an attorney selected and paid by Seller to pursue litigation), at Seller's expense, to compel BC to make such payments to the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assignedCompany, and (iii) upon Seller's request, take all other reasonable actions, including execution of an appropriate power of attorney, to assign all of its causes of action in that case Purchaser shall pay the amount in the escrow account connection therewith to Seller allow Seller, at ClosingSeller's election and expense, to compel (including litigation) BC to make such payments. (d) The aforesaid Consideration to be paid to Seller is exclusive of any VAT, if applicable (i.e., plus VAT, if applicable). To the extent that the Seller shall deliver provide to the Purchaser at prior to the Closing a valid withholding tax exemption certificate dated not more that 30 days before Closing signed by pursuant to the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date Israeli Tax Ordinance according to which interest has been paid and the amountsSeller is entitled to full exemption of tax withholding, if any, claimed Purchaser agrees it shall not deduct or withhold from any consideration payable or otherwise deliverable pursuant to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationthis Agreement any Tax. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On At the signing Closing, Buyer shall pay to ISA, for the benefit of this contractall Sellers, by Xxxxxxxxx’s good check payable wire transfer of immediately available funds to such account or accounts as ISA specifies in writing (which instructions shall be provided to Buyer no fewer than 2 Business Days prior to the Escrowee (as hereinafter definedClosing), subject an amount equal to collection(the “Initial Payment”): (i) $23,300,000; plus (ii) the Estimated Working Capital Overage, if any; minus (iii) the receipt Estimated Working Capital Underage, if any; minus (iv) the Escrow Amount; minus (v) the Payoff Amounts. (b) In addition, at the Closing, Buyer shall (i) remit to the Escrow Agent the Escrow Amount, and (ii) deliver the Payoff Amounts (other than the Capital Lease Deduct amount, which amount shall be retained by Buyer) to the applicable Persons via wire transfer of which is hereby acknowledgedimmediately available funds in the manner set forth in the Closing Statement (provided, however, that the portions of the Payoff Amount properly attributable to be installments of $ which include principal, interest and escrow amountsTax withholdings as required by applicable Legal Requirements, if any, shall be remitted to the appropriate taxing authorities in due course). The Parties acknowledge and with any balance agree that in no event shall Buyer be obligated to disburse funds hereunder in excess of principal being due and payable onthe Purchase Price. (bc) Buyer shall be entitled to deduct and withhold from the Initial Payment to ISA hereunder all Taxes that Buyer may be required to deduct and withhold under any applicable provision of Tax-related Legal Requirements. To the extent that any required payments such withheld amounts are made on properly deducted or withheld and remitted to the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown relevant taxing Governmental Authority in paragraph 3(b)accordance with applicable Legal Requirements, then the balance of the price payable at Closing under paragraph 3(d) they shall be increased by treated as delivered to ISA hereunder. If Buyer intends to withhold any Taxes pursuant to this Section 2.05(c) from amounts payable to ISA, Buyer shall provide written notice to ISA at least three (3) Business Days in advance of Closing stating the amount of payments of principal. Seller represents amounts proposed to be withheld and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by reasons for the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assignedwithholding, and shall provide ISA with an opportunity to discuss whether such withholding is appropriate. Buyer shall reasonably cooperate with ISA in that case Purchaser shall pay the amount in the escrow account pursuing any refund claim relating to Seller at Closing. (d) Seller shall deliver Taxes withheld pursuant to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificatethis Section 2.05(c). If the holder Buyer or any of the existing mortgage is a bank its Affiliates receives any Tax refund relating to any withholding from amounts payable or other institution as defined paid to ISA, Buyer will promptly pay such refund to ISA in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationimmediately available funds. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On In consideration of the signing sale and transfer of this contractthe Equity Interests and the Purchased Assets and the assumption of the Assumed Liabilities, by Xxxxxxxxx’s good check payable Buyer agrees to (i) purchase (or cause one of its Affiliates to purchase) from Seller and the Equity Selling Entities the Equity Interests and (ii) purchase (or cause one of its Affiliates to Purchase) from Seller and the Asset Selling Entities the Purchased Assets for an aggregate purchase price of Three Billion Seven Hundred and Ninety Million Euros (€3,790,000,000.00) (the “Initial Purchase Price”). The Initial Purchase Price is subject to adjustment prior to the Escrowee Closing pursuant to Section 2.10(b) (as hereinafter definedso adjusted, the “Closing Payment”). The Closing Payment is subject to adjustment following the Closing as set forth in Section 2.10(g). (b) If prior to the Closing, Buyer purchases Nokia Securities from Seller, then simultaneous with the Closing Buyer will surrender all of such Nokia Securities (the “Surrendered Securities”) to Seller for purchase or redemption by Seller. Upon surrender of the Nokia Securities, in lieu of payment to Buyer of the redemption or purchase price therefor, which for the avoidance of doubt shall be an amount equal to the principal plus accrued interest thereon (such amounts, in aggregate, the “Redemption Amount”), subject to collection, the receipt Closing Payment will be reduced by the Redemption Amount. The amount of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amountsthe Closing Payment less the Redemption Amount, if any, and with any balance of principal being due and payable onshall be the “Closing Cash Payment”. (bc) To the extent that Buyer is required under applicable Law to make local payment for the Equity Interests or the Purchased Assets in any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)particular jurisdiction directly to a Seller Entity, then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage such payment will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaserin Euros, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closingpermissible under applicable Law. (d) Buyer shall be entitled to deduct and withhold from consideration otherwise payable or deemed payable pursuant to this Agreement such amounts as are required to be deducted and withheld and with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and are properly paid to the relevant Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller shall deliver (or the relevant Asset Selling Entity or Equity Selling Entity) in respect of which such deduction and withholding was made; provided, that, to Purchaser at Closing a certificate dated not more the extent that 30 days before Closing signed any such deduction or withholding is made on account of any Transferred IP, Transferred IT Assets or Transferred Licenses which are transferred directly by the holder of the existing mortgageSeller, in form for recording, certifying the amount of the unpaid principal, the date consideration payable by Buyer pursuant to which interest has been paid and the amounts, if any, claimed to this Agreement shall be unpaid for principal and interest, itemizing the same. increased such that Seller shall pay receive a net amount after giving effect to any required deduction or withholding equal to the fees for recording amount that Seller would have received had no such certificatededuction or withholding been made. If the holder Buyer determines that it or its Affiliates are required to deduct and withhold any amount as described in this Section 2.8(d), Buyer shall notify Seller of the existing mortgage any such requirement as soon as reasonably practicable after such determination is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed made by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationBuyer. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. {A} The purchase price Purchase Price is: $ {B}Initial Deposit - Cash or Check at signing: $ The deposit monies set forth above shall be held in escrow by (choose one): The listing broker, in a non-interest bearing account, Title/Escrow Company, in a (non) interest bearing account, or The Attorney for Seller, in an (non) interest bearing account, The selling broker in a non-interest bearing account. {C}Additional deposit w ithin seven (7) days after the fully executed contract: $ {D} Mortgage Amount $ This contract is $ contingent upon the ability of Buyer(s) to obtain x x xxxxxx commitment f rom a lending institution on or before for loan type: (acheck one only): Conventional FHA VA Cash Other (specify) On at a prevailing interest rate, payable over a term of years. Buyer(s) shall make a bona f ide effort to obtain this mortgage loan and w ill make application w ithin f ive (5) calendar days after receipt of signed contracts. Buyer(s) w ill pay any usual application fees and appraisal and credit reports costs, as required, and w ill cooperate fully w ith the signing lending institution by submitting all required information and documentation and by complying w ith their customary conditions. Seller agrees to pay up to $ tow ard Buyers’ closing costs, discount points and pre-paids, as allow ed by the lender. If this is a VA or FHA loan, the Buyer understands that the agreed upon am ount also includes any costs that are considered “Seller required fees.” Buyer(s) w ill w ork on this application to completion in good faith w ith diligence and continuity. If Buyer(s) do not receive x x xxxxxx commitment for the mortgage loan, they must give w xxxxxx notice to Seller w ithin three (3) calendar days of rejection, in w hich time either party may terminate this contract, Contract by Xxxxxxxxx’s good check payable w xxxxxx notice to the Escrowee other party. The time in w hich Buyer(s) have to obtain x x xxxxxx commitment may be extended at the sole discretion of Seller and w ill not be granted unless Buyer(s) applied for their mortgage w ithin f ive (as hereinafter defined), subject to collection, 5) days after the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dsigned contracts. Buyer(s) shall be increased by responsible for satisfaction of any and all of their mortgage conditions. In the amount of payments of principal. Seller represents and warrants event it is likely that the amount shown in paragraph 3(bBuyer(s) is substantially correct w ill be obligated by Buyers’ lender to sell Buyers’ existing residence, prior to the granting of an unconditional mortgage commitment, Buyer(s) shall be responsible for satisfaction of this condition and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaserfor submitting proof of bridge loan f inancing, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller necessary. {E}Balance at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not besettlement by cash or certified check: $______________________________ Buyer(s) represent that they have sufficient cash available, in defaulttogether w ith mortgage f inancing, and (iii) to complete the existing mortgage does not contain any provision that permits the holder purchase of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisessaid premises.

Purchase Price. The purchase price is $Purchase Price shall be paid as follows: (a) On Except as otherwise expressly set forth in this Agreement or on the signing Bid Summary Sheet, the Buyer will deliver the Deposit of Good Funds to Escrow Agent on the next Business Day following the full execution of this contractAgreement, which Deposit shall be held by Xxxxxxxxx’s good check payable Escrow Agent in a segregated, interest-bearing account (it being understood and agreed that all interest thereon will benefit the Buyer and shall be delivered to the Escrowee (as hereinafter definedBuyer at Closing but shall not be considered part of the Deposit), subject to collection, the receipt deposits of which is hereby acknowledged, are insured by the Federal Deposit Insurance Corporation up to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onthe maximum permissible amount; and (b) To On the extent that any required payments are made on Closing Date, the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser Buyer shall pay to the amount Escrow Agent for the benefit of Seller, by wire transfer in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgageimmediately available Good Funds, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that Purchase Price: (i) Seller has delivered to Purchaser true and complete copies of less the existing mortgage, the note secured thereby and any extensions and modifications thereofDeposit previously received by Seller, (ii) less any escrows or Interest Reserve held by Seller relating to the existing mortgage is not nowLoan, and at the time of Closing will not beunless such amounts or accounts are being transferred pursuant to Section 3.2(f), in default, and (iii) plus any protective advances made by Seller between the existing mortgage does not contain any provision that permits Payment Cutoff Date and the holder Closing Date with the prior written consent of the mortgage to require its immediate payment in full or to change any other term thereof by reason Buyer, which consent shall not be unreasonably withheld. If the UPB of the sale or conveyance Loan changes between the Payment Cutoff Date and the end of the PremisesBusiness Day immediately prior to Closing, then the Purchase Price shall be adjusted by multiplying the Bid Percentage by the then-current UPB of the applicable Loan as of the Business Day immediately prior to the Closing Date.

Purchase Price. The purchase price is $ (the "Purchase Price") for the mortgage loans shall consist of (a) On cash in the signing amount of this contract_____________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by Xxxxxxxxx’s good check payable CMSI to the Escrowee Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (as hereinafter defined)a) the class IA-IO, subject IIA-IO and IIIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to collectionany Underwriter any portion of the price paid to CMSI by any Underwriter pursuant to the Underwriting Agreements, the receipt Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of which is hereby acknowledgedthe Purchase Price as such repayment to any Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to be installments CMSI without recourse all of $ which include principalthe Seller's right, title and interest in and to the mortgage loans, including all interest and escrow amounts, if any, and principal received or receivable by the Seller on or with any balance respect to the mortgage loans (other than payments of principal being and interest due and payable on (b) To the extent that any required payments are made on the existing mortgage between loans on or before the cut-off date hereof and Closing which reduce prepayments of principal on the unpaid principal amount thereof below mortgage loans received or posted prior to the amount shown in paragraph 3(bclose of business on the cut-off date), then the balance together with all of the price payable at Closing under paragraph 3(d) shall be increased by Seller's right, title and interest in and to the amount proceeds of payments of principalany related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed CMSI all documents, instruments and agreements required to be delivered by CMSI to the holder Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. The purchase price is $(“Purchase Price”) for the Assets and the non-competition agreements of Seller hereunder shall be calculated as follows: (a) On Up to $412,500, pursuant to a subordinated secured promissory note made by Buyer in favor of Seller at Closing (the signing of this contract, by Xxxxxxxxx’s good check payable “Asset Purchase Note”) in the form set forth in Exhibit E attached hereto. The parties acknowledge and agree that the Asset Purchase Note shall be expressly subordinate to the Escrowee Bank Note and Buyer shall not be obligated to make any payments under the Asset Purchase Note to the extent such payments are prohibited by the terms of the Bank Note and further to the rights of Victory Park Management, LLC, Victory Park Credit Opportunities Master Fund, Ltd., for themselves and in any other capacity (“VPM”) and any and all security agreements and other documents and interests granted in connection therewith, all pursuant to that certain Settlement Agreement dated April 9, 2010 and the Order Confirming the same in Cxxx Xxxxxx 00-00000, Xxxxxx Xxxxxx Bankruptcy Court, Southern District of Florida, In re: QSGI, Inc. (the “Settlement Agreement”), as a result of a covenant default or otherwise or if such payment will result in a covenant default under the Bank Note or the Settlement Agreement; plus (b) The Earnout (as hereinafter defined); plus (c) The Excess A/R (as hereinafter defined), subject to collectionif any; less (d) The A/R Deficit (as hereinafter defined), the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amountsif any; less (e) The Asset Purchase Note Deficit (as hereinafter defined), if any, and with any balance of principal being due and payable onless (bf) To the extent that any required payments are Expenditures made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance as a result of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amountsSeller’s indemnity, if any, claimed to be unpaid less (g) Charges made against EBITDA for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder any deficit remaining as a result of the existing mortgage is a bank or other institution as defined calculations in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. 3.1 (a) – (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises).

Purchase Price. The purchase, sale and assumption pursuant to this Section 10.26 shall be made by execution and delivery by the Administrative Agent, the Revolver Agent, Revolving Lenders, and exercising Term Lenders of an Assignment and Assumption. Upon the date of such purchase price is $ and sale, the exercising Term Lenders shall (a) On the signing of this contract, by Xxxxxxxxx’s good check payable pay to the Escrowee Revolver Agent for the benefit of the Revolving Lenders as the purchase price therefor the sum of (as hereinafter definedi) the full amount of all the Revolving Loan Obligations, Obligations under the Secured Cash Management Agreements and Obligations under the Secured Hedge Agreements owing to any Lender that is a Revolving Lender or one of its Affiliates then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To furnish Cash Collateral to the Revolver Agent with respect to (i) the outstanding L/C Obligations in such amounts as are required under Section 2.03(7) (to the same extent that as if an Event of Default were continuing) and (ii) any required payments are made on unreimbursed contingent obligations with respect to indemnification obligations, Obligations under the existing mortgage between Secured Cash Management Agreements and Obligations under the date hereof Secured Hedge Agreements in such amount as the Revolver Agent shall determine is reasonably necessary to secure such Obligations and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow accountagree to reimburse the Revolving Lenders for any loss, Seller cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding L/C Obligations as described above and any checks or other payments provisionally credited to the Revolving Loan Obligations, and/or as to which the Revolving Lenders have not yet received final payment. Such purchase price and cash collateral shall assign it be remitted by wire transfer of immediately available funds to Purchaserthe Revolver Agent in accordance with the terms of this Agreement or as mutually agreed, solely for the account of the Revolving Lenders. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed amounts so paid by the holder of Term Lenders are received by the existing mortgageRevolver Agent prior to 1:00 p.m., in form for recording, certifying the amount of the unpaid principal, the date to which New York City time and interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not beRevolver Agent’s discretion, in defaultbe calculated to and including such Business Day if the amounts so paid by the Term Lenders are received by the Revolver Agent later than 1:00 p.m., and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesNew York City time.

Purchase Price. (a) The purchase price is $ (a“Purchase Price”) On for the signing Receivables and the Related Assets shall equal the fair market value of this contract, the Receivables as agreed by Xxxxxxxxx’s good check payable to each Originator and Buyer at the Escrowee (as hereinafter defined), subject to collection, the receipt time of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onpurchase or acquisition. (b) To On the extent that any required payments are made date of the initial purchase, CHRCI shall contribute Receivables to Buyer as a capital contribution in the amount set forth in a written notice on the existing mortgage between the date hereof thereof from CHRCI to Buyer and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingAdministrative Agent. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser Buyer shall pay the amount in related Originator the escrow account Purchase Price with respect to Seller at Closingeach non-contributed Receivable and the Related Assets, created or acquired by such Originator on the date of purchase thereof as set forth above by transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement. (d) Seller In the case of any Originator, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, Buyer shall execute and deliver in the form attached to Purchaser at Closing this Agreement as Exhibit 2.3(d), a certificate dated not more that 30 days before Closing signed subordinated promissory note (each, a “Subordinated Note”) in a principal amount equal to such Deferred Payment and payable to the order of such Originator, or shall increase the principal amount of any outstanding Subordinated Note to such Originator by the holder of the existing mortgage, in form for recording, certifying the amount of any Deferred Payment; provided, that the unpaid principal, aggregate principal amount of the Subordinated Notes shall not at any time exceed or be permitted to exceed the maximum amount on the Subordinated Notes that could be owed without rendering Buyer’s net worth (as calculated in accordance with GAAP consistently applied) less than the minimum net worth required under Section 7.3(j) of the Receivables Purchase Agreement. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller make such notation shall pay the fees for recording such certificate. If the holder not affect any obligation of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationBuyer thereunder. (e) Seller represents To the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, and warrants that (iany Subordinated Note may not be increased as provided in Section 2.3(d) Seller has delivered to Purchaser true above, CHRCI, as an Originator hereunder and complete copies as sole member of the existing mortgageBuyer, the note secured thereby and may elect in its sole discretion to treat CHRCI Receivables allocable to any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not beDeferred Payment to have been transferred by CHRCI to Buyer as a capital contribution, in default, and (iii) return for an increase in the existing mortgage does not contain any provision that permits the holder value of the mortgage equity interest in Buyer held by CHRCI. CHRCI may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the equity interest in Buyer held by CHRCI. For the avoidance of doubt, nothing in this Agreement shall be construed to require CHRCI to make any capital contribution to the Buyer. CHRCI and Buyer shall each record on its immediate payment in full or respective books and records any capital contribution made by CHRCI to change any other term thereof by reason of the sale or conveyance of the PremisesBuyer promptly following its occurrence.

Purchase Price. The purchase price is $ (a) On for each Loan Package shall be the signing percentage of this contractpar as stated in the related Commitment Letter, multiplied by Xxxxxxxxx’s good check payable the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before the related Cut-off Date whether or not collected. The purchase price for a Loan Package may be adjusted as stated in the related Commitment Letter. Purchaser: Xxxxxx Brothers Bank, FSB, or its successor in interest or any successor or assignee to the Escrowee (Purchaser under this Agreement as hereinafter defined)herein provided. Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants provided that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that following conditions are satisfied: (i) Seller has delivered such Mortgage Loans were originated pursuant to Purchaser true an agreement between the Company and complete copies of such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the existing mortgageCompany, in accordance with underwriting guidelines designated by the note secured thereby and any extensions and modifications thereof, Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the existing mortgage is not now<PAGE> Company within one hundred eighty (180) days after origination; (iii) either (x) the Designated Guidelines were, and at the time such Mortgage Loans were originated, used by the Company in origination of Closing will not bemortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in default, originating mortgage loans to be purchased by the Company; and (iiiiv) the existing Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage does not contain any provision loans purchased during a particular time period or through particular channels) designed to ensure that permits Persons from which it purchased mortgage loans properly applied the holder of underwriting criteria designated by the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesCompany.

Purchase Price. The aggregate purchase price is payable for the Assets shall be Seven Hundred Sixty-Five Million Dollars ($ 765,000,000), as adjusted at the Closing pursuant to Section 3.3(a) (athe "Purchase Price"), and as further adjusted post-Closing pursuant to Section 3.3(c) On (as so adjusted, the signing "Adjusted Purchase Price"). Concurrently with the execution hereof and as an inducement to each Seller to enter into this Agreement, Buyer shall deliver to the Escrow Agent identified in the Pre-Closing Escrow Agreement dated as of the date of this contractAgreement among Buyer, by Xxxxxxxxx’s good check payable to Sellers and such Escrow Agent (the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b"Pre-Closing Escrow Agreement") To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown cash in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents Five Million Dollars ($5,000,000) (together with interest and warrants that other earnings thereon, the amount shown in paragraph 3(b"Pre-Closing Deposit") is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgagesecure, in form for recordingpart, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificateBuyer's obligations hereunder. If and when Buyer substitutes the holder Pre-Closing Letter of Credit for the existing mortgage is a bank or other institution as defined in Pre-Closing Deposit pursuant to Section 274-a of the Real Property Law it may6.20, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents Sellers and warrants that Buyer shall (i) Seller has delivered take such actions as may be required to Purchaser true cause the Escrow Agent under the Pre-Closing Escrow Agreement to deliver the Pre-Closing Deposit, and complete copies of the existing mortgageall earnings thereon, the note secured thereby to Buyer in immediately available funds by wire transfer in accordance with Buyer's written instructions, and any extensions and modifications thereof, (ii) enter into the existing mortgage is not now, Letter of Credit Escrow Agreement in the form attached hereto as Exhibit A (the "Letter of Credit Escrow Agreement") with such modifications that the Escrow Agent thereunder may require and at the time of Closing will not be, in default, that are mutually acceptable to Buyer and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesSellers.

Purchase Price. The purchase price is $ (a) On Subject to the signing terms and conditions of this contractAgreement, at the Principal Closing, Buyer shall pay or cause to be paid to Seller (or one or more of its Affiliates as Seller may designate), in immediately available funds by Xxxxxxxxx’s good check payable wire transfer to one or more bank accounts designated in writing by Seller at least two business days prior to the Escrowee Principal Closing Date, cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as hereinafter definedmutually agreed by Seller and Buyer) in an amount equal to $280,000,000, less the Japan Purchase Price and the China Purchase Price (the “Initial Purchase Price”), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on. (b) To Notwithstanding anything to the contrary in this Agreement, the Applicable Closing with respect to Japan will not include those assets (to the extent that any required payments are made on the existing mortgage between they would otherwise be considered Transferred Assets if owned by Seller and its Affiliates as of the date hereof hereof) to be received by Seller and Closing its Affiliates in connection with the termination of the relationship between Japan MDM, Inc. and Seller and its Affiliates, which reduce is scheduled to occur on June 30, 2012 (the unpaid principal amount thereof below the amount shown in paragraph 3(b“Japan MDM Transferred Assets”), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage no adjustment will be made between pursuant to Section 2.04 with respect to the Japan MDM Transferred Assets. Promptly following the later of the Principal Closing Date and the date hereof on which Seller shall have received the Japan MDM Transferred Assets, (i) Seller will cause the Japan MDM Transferred Assets to be transferred to Buyer or its designee in the same manner as specified in Section 2.02(a) and Closing(ii) at that time, Buyer shall pay or cause to be paid to Seller (or an Affiliate of Seller as Seller may designate), in immediately available funds by wire transfer to a bank account designated in writing by Seller at least two business days in advance, cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as mutually agreed by Seller and Buyer) in the amount set forth in Section 2.03(b) of the Disclosure Letter (the “Japan Purchase Price”). (c) If there is a mortgagee escrow accountSubject to the terms and conditions of this Agreement, Seller shall assign it at the Non-Principal Country Closing with respect to PurchaserChina, if it can be assigned, and in that case Purchaser Buyer shall pay or cause to be paid to Seller (or an Affiliate of Seller as Seller may designate), in immediately available funds by wire transfer to a bank account designated in writing by Seller at least two business days prior to the Closing Date with respect to China, cash in U.S. dollars (or in a Foreign Currency (or any combination thereof) as mutually agreed by Seller and Buyer) in the amount set forth in Section 2.03(c) of the escrow account to Seller at ClosingDisclosure Letter (the “China Purchase Price”). (d) If Buyer and Seller shall deliver to Purchaser at Closing mutually agree that all or a certificate dated not more that 30 days before Closing signed by the holder portion of the existing mortgage, in form for recording, certifying the amount of the unpaid principalInitial Purchase Price, the date Japan Purchase Price or the China Purchase Price shall be payable in one or more Foreign Currencies, the Exchange Rate with respect to which interest has been paid and each Foreign Currency shall be determined for the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution Applicable Closing Date as defined set forth in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information1.02(c). (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (the “Purchase Price”) equal to (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is $ (a) On sold, assigned, transferred and conveyed on such Sale Date, the signing aggregate of this contractthe fair market values of such Receivables on such Sale Date, by Xxxxxxxxx’s good check payable in cash to the Escrowee (as hereinafter defined), subject extent of funds available to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) Depositor. To the extent that any required payments are made on the existing mortgage between Purchase Price of the date hereof and Closing which reduce Additional Receivables is greater than the unpaid principal amount thereof below cash portion of the amount shown in paragraph 3(b)Purchase Price, then the balance of the price payable at Closing under paragraph 3(d) Depositor shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies first, pay such portion of the existing mortgagePurchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the note secured thereby and Depositor may not make any extensions and modifications thereof, (ii) borrowing under the existing mortgage is not now, and Subordinated Note unless at the time of Closing will not be(and immediately after) each borrowing thereunder, in defaultboth before and after the sale transaction (1) the Depositor's total assets exceed its total liabilities, (2) the Depositor's cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (iii4) the existing mortgage does Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot contain any provision that permits make a borrowing under the holder Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of the mortgage Purchase Price. Nationstar is hereby authorized by the Depositor to require its immediate endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment in full or with respect thereto, provided that the failure to change make such notation shall not affect any other term thereof by reason obligation of the sale or conveyance Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the Premisesoutstanding principal amount of the Subordinated Note.

Purchase Price. The purchase price is $ (a) On In full consideration of the signing sale, transfer, assignment, conveyance and delivery of the Assets, and subject to the terms and conditions of this contractAgreement, by Xxxxxxxxx’s good check payable the Buyer shall pay to the Escrowee Seller at the Closing the amount of One Hundred Fifty Two Million Dollars (as hereinafter definedUS$152,000,000) (the "Purchase Price"), subject to collectionadjustment as hereinafter provided in this ARTICLE III, by wire transfer of immediately available funds to the receipt of which is hereby acknowledged, bank account or accounts specified by the Seller for such purpose. (b) The following items are to be installments adjusted between the Buyer and the Seller as of $ 11:59 p.m. of the day immediately preceding the Closing Date with respect to the Real Properties. (i) real property taxes and assessments, on the basis of the fiscal year for which include principalassessed; (ii) water rates and charges; (iii) sewer taxes and rents; (iv) common area maintenance costs, interest enclosed mail charges, merchants' association dues and escrow amountsall other fees, charges, rents, payments, costs or expenses due pursuant to any agreement affecting any Real Property; (v) electricity charges and all other utilities which are supplied to the Real Properties; (vi) personal property taxes, if any; (vii) base, minimum, ground, additional and percentage rents payable and receivable pursuant to the Leases; (viii) fuel, if any, and with any balance all taxes thereon, on the basis of principal being due and payable onreadings taken as close as possible to the Closing Date; (bix) deposits with utility companies and fees and charges for transferable governmental permits and licenses; (x) security deposits under all Leases; (xi) cash on hand at the Centers; and (xii) except as may be otherwise provided herein, all other expenses incurred in connection with the operation by the Seller of any of the Real Properties shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, with the result that those expenses that are attributable to the period prior to the Closing Date shall be the obligation of the Seller and those attributable to the period from and after the Closing Date shall be the obligation of the Buyer. To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)reasonably practicable, then the balance of the price payable at Closing under paragraph 3(d) all such adjustments shall be increased reflected in the Purchase Price paid at the Closing; otherwise, they shall be made through payments by the amount of payments of principal. Seller represents and warrants that to the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required Buyer or by the existing mortgage will be made between Buyer to the date hereof and Closing. (c) If there is a mortgagee escrow accountSeller, Seller shall assign it as the case may be, from time to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgagetime as items become ascertainable, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and each case without interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The Subject to Section 2(b), on the closing date of the transactions contemplated by the Underwriting Agreement (without regard to any transactions related to the grant of any over-allotment option) (the “IPO Closing”), the Company shall deliver to each Seller the aggregate purchase price price, determined in accordance with Section 1(a) (the “Purchase Price”), for the Repurchased Securities purchased by the Company from such Seller, together with interest on the unpaid Purchase Price accrued at a rate of 8% per annum from (but not including) the date of the Repurchase Effective Time through and including such date as the Purchase Price is $ paid in full (a) On the signing of this contract“Accrued Interest Amount”), by Xxxxxxxxx’s good check payable wire transfer of immediately available funds to an account designated by such seller (a “Cash Payment”). If the Escrowee (as hereinafter defined)IPO Closing does not occur on or before the date which is 15 days after the date of the Repurchase Effective Time, then, subject to collectionSection 2(b), the Company shall use commercially reasonable efforts (including by seeking to obtain any necessary consents, and subject to the receipt of which is hereby acknowledgedany such consents) to deliver, in lieu of a Cash Payment, to be installments each Seller as promptly as practicable payment in the form of $ which include principal, interest and escrow amounts, if anysubordinated notes and/or equity securities of the Company (“Replacement Securities”) having an aggregate value (as determined by the board of directors of the Company in good faith, and with any balance provided that the terms of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance such Replacement Securities must have been approved by Sellers entitled to receive at least 50% of the price payable at Closing under paragraph 3(daggregate Purchase Price to be received by all Sellers) shall equal to the aggregate Purchase Price and Accrued Interest Amount to be increased paid to such Seller for the Repurchased Securities purchased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingCompany from such Seller. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The aggregate purchase price (“Purchase Price”) for the signing Properties is One Hundred Ninety-Nine Million, Two Hundred Forty-Two Thousand, Four Hundred Fifty-Three and No/100 Dollars [($199,242,453.00)], which shall be allocated among the Properties in accordance with the allocation schedule set forth on Exhibit “B” attached hereto and incorporated herein. The Purchase Price shall be payable (i) in cash in the amounts set forth in the Cash Purchase Price column opposite the applicable Property on Exhibit B attached hereto and incorporated herein (“Cash Purchase Price”) and (ii) by the assumption of the loans encumbering the applicable Property identified on Exhibit “C” attached hereto and incorporated herein (“Assumable Loans”); provided, that the amounts set forth on Exhibit B shall be binding on Buyer for purposes of the Cash Purchase Price payable at Closing (as defined below) under this contractSection 2; and provided further, by Xxxxxxxxx’s good check payable that promptly following the Closing, Buyer and CPA:14 (as successor to CPA:12) shall adjust the Purchase Price to reflect the actual outstanding loan balances of all the Assumable Loans on the Closing Date, and to the Escrowee extent that the outstanding loan balances on the Closing Date are less than those balances reflected on Exhibit B, CPA:14 (as successor to CPA:12) shall promptly make payment to Buyer of such difference. The obligation of Buyer and CPA:14 (as successor to CPA:12) shall survive the Closing and the Merger. (b) Buyer shall be obligated to assume the Assumable Loans and to obtain any required approvals from the lenders thereof and to pay, in addition to the Purchase Price, any assumption fees, transfer fees and/or other costs and expenses incurred in connection with the assumption of each Assumable Loan; if an Assumable Loan is not permitted to be assumed, Buyer shall pay the Loan in full, and in addition to the Purchase Price, any applicable prepayment penalty or other fee or costs payable in connection with, or associated with, the prepayment of such loan. Buyer and Seller shall exercise good faith reasonable efforts to obtain the lenders’ approval. (c) The Cash Purchase Price shall be payable by wire transfer of immediately available funds at the Closing (as hereinafter defined), subject . Buyers and Sellers further agree that Sellers may continue to collection, market and sell any or all of the receipt of which is hereby acknowledged, Properties prior to be installments of $ which include principal, interest and escrow amounts, if anythe Closing, and with if any balance of principal being due the Properties are sold and payable on closed prior to the Closing (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bsuch Property, a “Transferred Property”), then the balance of the price payable at Closing under paragraph 3(d) such Transferred Property shall be increased released from the terms hereof, and the Purchase Price hereunder shall be reduced by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingPurchase Price allocated to such Transferred Property as set forth on Exhibit “B”. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (the "Purchase Price") for the mortgage loans shall consist of (a) On cash in the signing amount of this contract[ ]% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by Xxxxxxxxx’s good check payable CMSI to the Escrowee Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (as hereinafter defined)a) the class IA-IO, subject IIA-IO and IIIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to collectionthe Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the receipt Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of which is hereby acknowledgedthe Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to be installments CMSI without recourse all of $ which include principalthe Seller's right, title and interest in and to the mortgage loans, including all interest and escrow amounts, if any, and principal received or receivable by the Seller on or with any balance respect to the mortgage loans (other than payments of principal being and interest due and payable on (b) To the extent that any required payments are made on the existing mortgage between loans on or before the cut-off date hereof and Closing which reduce prepayments of principal on the unpaid principal amount thereof below mortgage loans received or posted prior to the amount shown in paragraph 3(bclose of business on the cut-off date), then the balance together with all of the price payable at Closing under paragraph 3(d) shall be increased by Seller's right, title and interest in and to the amount proceeds of payments of principalany related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed CMSI all documents, instruments and agreements required to be delivered by CMSI to the holder Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. The Purchaser agrees to pay to the Company an aggregate purchase price is of $ 1,000,000 (athe “Purchase Price”) On to purchase Shares in installments, as provided for on Schedule C attached hereto (the signing “Installment Schedule,” and each date individually, an “Installment Date”). The number of this contractShares that Purchaser will receive in consideration for such payments will be determined by dividing (i) the applicable portion of the purchase price due on each Installment Date (each individually, a “Payment”) by Xxxxxxxxx(ii) the Closing Price of the Company’s good check payable Common Stock on the date of actual payment (with fractional Shares rounded up to the Escrowee (as hereinafter definednext whole Share), subject . If Purchaser fails to collectionmake full payment on any Installment Date, the receipt number of which Shares that Purchaser shall be entitled to receive, with respect to such Installment Date, will be equal to the Payment divided by the Closing Price of the Common Stock on the date of actual payment, or if such day is hereby acknowledgednot a Trading Day, the Trading Day first preceding the date of actual payment. Each Payment shall be made by wire transfer in immediately available funds to be installments of $ which include principalan account designated by the Company. Notwithstanding the foregoing, interest and escrow amountswith respect to any Installment Date, if anythe Company shall not issue, and with the Purchaser shall not be required to make Payment for, any balance Shares if the issuance of principal such Shares would result in (i) the aggregate number of all Shares issued pursuant to this Agreement being due greater than 19.9% of the number of shares of the Company’s Common Stock issued and payable on (b) To the extent that any required payments are made outstanding on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance (exclusive of any shares held by affiliates of the price payable at Closing under paragraph 3(dCompany) shall be increased by or (ii) the amount Company being in violation of payments any listing requirements, corporate governance rules or any other rules and regulations of principal. Seller represents the NASD or the Nasdaq National Market or any other market or exchange on which the Company’s Common Stock is then listed or quoted; in which case the Company and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to PurchaserPurchaser will, if it can be assignedlegally permissible, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying adjust the amount of the unpaid principalPayment due, the date to which interest has been paid and the amounts, if any, claimed number of Shares to be unpaid for principal and interestissued, itemizing so that the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined conditions specified in Section 274sub-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that clauses (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premiseswould be satisfied.

Purchase Price. The In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (the “Purchase Price”) equal to (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is $ (a) On sold, assigned, transferred and conveyed on such Sale Date, the signing aggregate of this contractthe fair market values of such Receivables on such Sale Date, by Xxxxxxxxx’s good check payable in cash to the Escrowee (as hereinafter defined), subject extent of funds available to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) Depositor. To the extent that any required payments are made on the existing mortgage between Purchase Price of the date hereof and Closing which reduce Additional Receivables is greater than the unpaid principal amount thereof below cash portion of the amount shown in paragraph 3(b)Purchase Price, then the balance of the price payable at Closing under paragraph 3(d) Depositor shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies first, pay such portion of the existing mortgagePurchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the note secured thereby and Depositor may not make any extensions and modifications thereof, (ii) borrowing under the existing mortgage is not now, and Subordinated Note unless at the time of Closing will not be(and immediately after) each borrowing thereunder, in defaultboth before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (iii4) the existing mortgage does Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot contain any provision that permits make a borrowing under the holder Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of the mortgage Purchase Price. Nationstar is hereby authorized by the Depositor to require its immediate endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment in full or with respect thereto, provided that the failure to change make such notation shall not affect any other term thereof by reason obligation of the sale or conveyance Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the Premisesoutstanding principal amount of the Subordinated Note.

Purchase Price. The In addition to assuming the Assumed Liabilities, the aggregate price to be paid by CTB to the Selling Entities (the "Purchase Price") for the purchase price is $of the Purchased Assets shall be equal to the following (which calculation shall be made as of the Closing Date and set forth in a certificate of CTB and BBT delivered at the Closing): (a) On the signing of this contract$3,800,000, which shall be paid by Xxxxxxxxx’s good check payable CTB to the Escrowee Selling Entities as follows: (i) $100,000, which has been paid out of the Escrow Account in accordance with the instructions of the Escrow Agreement; (ii) $250,000, which is to be deposited in the Escrow Account on or before January 26, 2001 and which will be paid out of Escrow; (iii) $650,000 Secured Short Term Note; and (iv) $2,800,000 Secured Promissory Note. (b) plus all prepaid expenses to the extent useable by CTB after the Closing Date as hereinafter definedset forth on Schedule 2.1(i); (c) minus, the amount of all advance deposits and pre-paid ticket and/or voucher sales (and ticket or amusement taxes pertaining thereto) of the Business included in the Assumed Liabilities; (d) minus the following, to the extent such amounts relate to the Purchased Assets or the Business are unpaid as of the date of Closing and have not been paid by the Selling Entities prior to or at the Closing, all of which will become Assumed Liabilities to the extent they are credited against the Purchase Price: (i) the prorated amount for the period prior to the Closing Date of all real estate taxes and assessments, both general and special, water charges and sewer rents, whether or not then due or payable, and all other normally proratable items (collectively, the "Prorations"), subject based upon the latest assessments or actual invoices available (should any such proration be inaccurate based upon the actual tax xxxx or assessment when received, any party hereto may demand and shall be entitled to collectionreceive on demand, a payment from the receipt other correcting such inaccuracy); (ii) any fees, taxes, impact fees, assessments, delinquent or otherwise, attributable to a period prior to the Closing Date; (iii) any other land use charges attributable to any period prior to the Closing Date; (iv) one-half of which is hereby acknowledgedall necessary State of Missouri, to be installments of $ which include principalcounty and municipal transfer, interest and escrow amountsdocument stamp and/or recording taxes, if any, and with any balance of principal being due and payable onincident to the transaction contemplated in this Agreement normally attributable to the grantor; and (bv) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance one-half of the price payable at Closing under paragraph 3(d) shall be increased by cost of any escrow fee and charges of any escrow agent, regardless of whether or not such escrow agent is also counsel for any party hereto, the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder issuer of the existing mortgage, in form for recording, certifying Commitments or the amount agent of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationissuer. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is (the "PURCHASE PRICE") for the Assets shall be (i) $ 7,000,000 to be paid in cash (athe "CASH AMOUNT"), and (ii) On $33,500,000 to be paid in shares of the signing Series A Common Stock, $.0001 par value per share, of this contractPurchaser ("PURCHASER COMMON STOCK"), with such number of shares of Purchaser Common Stock (the "PURCHASER SHARES") to be equal to $33,500,000 divided by Xxxxxxxxx’s good check the average last trade price per share of the Purchaser Common Stock for the 30-day period ending on the day immediately preceding the Closing Date, as reported under Nasdaq National Market Issues in The Wall Street Journal. Payment of the Purchase Price shall be made first by reducing the amounts payable hereunder by any amounts owed at the Closing by Seller or RCI to Purchaser (or its Affiliates), to the Escrowee (as hereinafter defined)extent not otherwise repaid or credited against the purchase price under the 910 Agreement or the RCI Agreement, subject to collectionunder the Bridge Loan Agreement. In addition, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if anyPurchaser shall assume at Closing, and with any balance of principal being due and payable on (b) To thereafter perform the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal Assumed Liabilities. The aggregate amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dPurchase Price and the Assumed Liabilities (that are properly included in Purchaser's tax basis for the Assets) shall be increased allocated among the Assets in the manner set forth on SCHEDULE 2.05 (the "ALLOCATION"). Seller and Purchaser shall file all information and Tax Returns (and any amendments thereto) in a manner consistent with this Section 2.05 (including, without limitation, IRS Form 8594 or any successor form). If, contrary to the intent of the parties hereto as expressed in this Section 2.05, any taxing authority makes or proposes an allocation different from the Allocation determined under this Section 2.05, Seller and Purchaser shall cooperate with each other in good faith to contest such taxing authority's allocation (or proposed allocation), provided, however, that, after consultation with the party adversely affected by such allocation (or proposed allocation), another party hereto may file such protective claims or returns but only as may be reasonably required to reserve a claim which may be barred by the amount statute of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closinglimitations. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable Subject to the Escrowee (as hereinafter defined), subject any adjustments required pursuant to collectionSections 2.10 and 2.11, the receipt aggregate purchase price (the “Purchase Price”) for the Purchased Assets is (i) seventy million dollars ($70,000,000) plus (ii) the issuance and delivery by Purchaser to Rafaella of which is hereby acknowledgedthe Warrant, to be installments plus (iii) the assumption by Purchaser of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onthe Assumed Liabilities. (b) To Within sixty (60) days after the extent that any required payments are made Closing Date, Purchaser shall provide the Sellers with a proposed schedule (the “Purchase Price Allocation”) allocating Purchase Price and the Assumed Liabilities in a manner consistent with Section 1060 of the Code. The Allocation Schedule shall become final and binding on the existing mortgage between Parties ten (10) Business Days after Purchaser provides to the date hereof and Closing which reduce Sellers the unpaid principal amount thereof below Purchase Price Allocation, unless the amount shown Sellers object in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it writing to Purchaser, if it can be assigned, specifying the basis for their objection and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificatepreparing an alternative allocation. If the holder Sellers do so object, the Sellers and Purchaser shall in good faith attempt to resolve the dispute within ten (10) Business Days of written notice to Purchaser of the existing mortgage is a bank or other institution as defined in Section 274Sellers’ objection. Any such resolution shall be final and binding on the Parties. Any unresolved disputes shall be promptly submitted to the Reviewing Accountant for determination, with such determination being final and binding on the Parties. The Sellers and Purchaser will each pay one-a half of the Real Property Law it may, instead fees and expenses of the certificateReviewing Accountant. The Parties shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 2.5(b), furnish a letter signed including, without limitation, by a duly authorized officerfurnishing such information and access to books, employee or agentrecords (including, dated not more then 30 days before Closingwithout limitation, containing accountants’ work papers), personnel and properties as may be reasonably requested. Unless required by Law, each of the same information. (e) Seller represents and warrants that Parties (i) Seller has delivered agrees to Purchaser true and complete copies of be bound by the existing mortgage, the note secured thereby and any extensions and modifications thereofPurchase Price Allocation, (ii) will prepare all Tax Returns in a manner consistent with the existing mortgage is not nowPurchase Price Allocation, and at the time of Closing will not be, in default, and (iii) will not take a position on any Tax Return before any Taxing Authority or in any judicial proceeding that is in any way inconsistent with the existing mortgage does not contain any provision that permits Purchase Price Allocation and (iv) will cooperate with each other in timely filing Forms 8594 with the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesIRS consistent with such allocation.

Purchase Price. The purchase price is $ (a) On The PURCHASE PRICE of the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined)Property is $59,485,000, subject to collectionall prorations and credits set forth herein, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onin immediately available United States funds at Closing (defined in SECTION 6.1). (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dThe Purchase Price is allocated as follows: Individual Property's Owner Purchase Price Allocation(1) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.Star Ranch $32,300,000 JC Columbia $27,185,000 Total Purchase Price $59,485,000 (c) If there The Purchase Price is payable at Closing (defined in SECTION 6.1) as follows: (i) By Buyer taking title to the Property assuming (subject to, and inclusive of the non-recourse provisions thereof) all obligations accruing from and after the Closing Date under Seller's Existing Loans (as defined in SECTION 2.2(i)) which are generally described in SECTION 2.2(i), but excluding those obligations resulting from a mortgagee escrow account, default by Seller under the Existing Loans. Seller shall assign it cooperate with and assist Buyer, but at no cost or expense to PurchaserSeller (other than its attorney's fees) and without Seller or Seller Affiliates having to incur any additional obligations, if it can in connection with the Buyer seeking consent from the Lenders for the assumption of the Existing Loans (subject to and inclusive of, the non-recourse provisions thereof) on terms and conditions acceptable to Buyer in its sole discretion and specifically without Buyer being required to agree to any material change of any term of any Existing Loan document, as a condition to Lender's approval of the assumption (the ASSUMPTION). Any and all fees or expenses required to be assignedpaid to Lenders in connection with Buyer's Assumption (subject to and inclusive of, the non-recourse provisions thereof) of the Existing Loans shall be borne one-half (1/2) by Buyer and one-half (1/2) by Seller; provided, however, any fees, expenses or payments (but not payments representing all or substantially all of the remaining balance of the Existing Loans) resulting from a default by Seller under the Existing Loans prior to Closing shall be paid solely by Seller at Closing. Additionally, Buyer shall use commercially reasonable efforts to obtain a release, reasonably acceptable to Seller, of all liabilities, indemnities and guarantees of Seller and Seller Affiliates accruing from and after the Closing Date under the Existing Loans (the SELLER RELEASES) but Buyer shall not be obligated to assume any additional obligations to the Lenders to do so and Seller shall not be obligated to pay any costs or fees (other than its share of the assumption fees and costs set forth above) not approved by Seller; and (ii) at the election of Seller, notice of which shall be delivered in that case Purchaser shall pay writing to Buyer by no later than September 22, 2004 (the amount in the escrow account ELECTION NOTICE), either: (A) By (i) Buyer paying cash, by wire transfer for disbursement to Seller at Closing, the amount of the Purchase Price, less the total amount of unpaid principal and accrued but unpaid interest owing pursuant to the Existing Loans as of the Closing Date, subject to prorations and other debits or credits provided for in this Contract (the NET AMOUNT); or (ii) Buyer paying and delivering to the Seller or Seller's designees (the DESIGNATED OWNERS), cash and units of limited partnership interest in the Buyer (UNITS) for disbursement to Seller or to the Designated Owners at Closing in the aggregate amount equal to the Net Amount. (dB) All cash payable at Closing shall be sent by wire transfer to the Closing Agent for disbursement to each Seller at Closing. If all of the Net Amount is payable to Seller in cash, Seller hereby directs the Buyer to pay the cash on the Closing Date to the Seller as set forth in SECTION 1.2(b). (C) If Seller makes an election pursuant to SECTION 1.2(c)(II)(A) to receive any portion of the Net Amount in Units, Seller shall deliver to Purchaser at Closing Buyer, together with the Election Notice, a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgageschedule to this Contract, in form for recordingwhich shall become EXHIBIT E hereto, certifying the amount of the unpaid principalwhich shall set forth, the date with respect to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. each Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies the name of the existing mortgage, Seller or the note secured thereby and any extensions and modifications thereofDesignated Owners, (ii) the existing mortgage is not nowtotal portion of the Net Amount payable to such Seller and/or Designated Owner, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits portion of such amount payable to such Seller which shall be in the holder form of cash, (iv) the portion of such amount which shall be payable to such Seller or the Designated Owner(s) in Units and, if more than one recipient of Units is designated, the specific proportions to be issued to each. The number of Units to be issued at Closing to each Seller or Designated Owner shall be equal to (i) the unit value set forth in EXHIBIT E for the respective Seller, divided by (ii) the per share price at which the common stock (the COMMON STOCK) of Education Realty Trust, Inc., a Maryland corporation (the REIT), is offered to the public in the underwritten initial public offering of the mortgage Common Stock (the PUBLIC OFFERING) before any discounts or fees paid to require its immediate payment in full or underwriters. Each Seller and Designated Owner to change any other term thereof by reason receive Units shall also provide to Buyer within five (5) days after Seller's delivery to Buyer of the sale Election Notice a duly executed accredited investor questionnaire in a form provided by Buyer (the form of which to be substantially similar to that provided to other persons to confirm their accredited investor status). If the Net Amount is payable to Seller (or conveyance the Designated Owners) in a combination of cash and Units, Seller hereby directs the Buyer to pay, issue and distribute (as applicable) the cash and the Units on the Closing Date to the Seller and/or the Designated Owners in accordance with EXHIBIT E. No fractional Units will be issued as consideration hereunder, but in lieu of issuing fractional Units, the value thereof shall be paid in cash to Seller. Each Designated Owner acknowledges that any certificates evidencing the Units will bear appropriate legends indicating (1) that the Units have not been registered under the Securities Act of 1933, as amended (SECURITIES ACT), and (2) that the Buyer's Agreement of Limited Partnership (the BUYER'S PARTNERSHIP AGREEMENT) will restrict the transfer of the PremisesUnits but such restriction shall not be more restrictive than that which affects other third party Unit holders. Upon receipt of the Units, the Sellers or Designated Owners, as applicable, shall become limited partners of the Buyer and shall execute the Buyer's Partnership Agreement.

Purchase Price. The purchase price is $ (the "Purchase Price") for the mortgage loans shall consist of (a) On cash in the signing amount of this contract___________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and 5.50% per annum on the mortgage loans in pool II and pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by Xxxxxxxxx’s good check payable CMSI to the Escrowee Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (as hereinafter defined)a) the class IA-IO, subject IIA-IO and IIIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to collectionthe Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the receipt Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of which is hereby acknowledgedthe Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to be installments CMSI without recourse all of $ which include principalthe Seller's right, title and interest in and to the mortgage loans, including all interest and escrow amounts, if any, and principal received or receivable by the Seller on or with any balance respect to the mortgage loans (other than payments of principal being and interest due and payable on (b) To the extent that any required payments are made on the existing mortgage between loans on or before the cut-off date hereof and Closing which reduce prepayments of principal on the unpaid principal amount thereof below mortgage loans received or posted prior to the amount shown in paragraph 3(bclose of business on the cut-off date), then the balance together with all of the price payable at Closing under paragraph 3(d) shall be increased by Seller's right, title and interest in and to the amount proceeds of payments of principalany related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed CMSI all documents, instruments and agreements required to be delivered by CMSI to the holder Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. The purchase, sale and assumption pursuant to this Section 10.23 shall be made by execution and delivery by the Administrative Agent, Revolving Lenders and exercising Term Lenders of an Assignment Agreement. Upon the date of such purchase price is $ and sale, (a) On the signing exercising Term Lenders shall pay to the Administrative Agent for the benefit of this contractthe Revolving Lenders as the purchase price therefor 100% of the outstanding Obligations with respect to the Revolving Loans owing to the Revolving Lenders, including, without limitation, principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon, to the extent earned or due and payable in accordance with the Loan Documents and irrespective of whether allowed or allowable in connection with any Insolvency Proceeding, (b) any unreimbursed Obligations in respect of Letters of Credit owing to the Revolving Lenders (which, in the case of contingent reimbursement obligations in respect of the undrawn portion of any Letter of Credit, shall be satisfied by Xxxxxxxxx’s good check providing the Administrative Agent cash collateral in an amount equal to 102.5% of the undrawn face amount thereof; it being agreed by the parties hereto that the Administrative Agent and Issuing Lender shall (A) be entitled to apply such cash collateral solely to reimburse any drawings on such Letters of Credit issued by Issuing Lender or in respect of fees and costs chargeable under the Loan Documents in respect thereof for which the selling Revolving Lenders remain liable in respect of funding participations therein, and (B) promptly return any unapplied portion of such cash collateral to the Administrative Agent for the benefit of the Term Lenders at such time as (x) the Letters of Credit issued by it have been returned for cancellation, have expired, or otherwise have been terminated and (y) all Obligations with respect to such Letters of Credit have been paid in full), (c) any contingent indemnification obligations in respect of asserted indemnity claims payable to the Escrowee Revolving Lenders or their respective Affiliates (as hereinafter defined)which, subject in the case of contingent obligations in respect thereof, shall be satisfied by providing the Administrative Agent cash collateral in an amount equal to collection, 102.5% of such obligations; it being agreed by the receipt of which is hereby acknowledged, parties hereto that the Administrative Agent shall (A) be entitled to be installments of $ which include principal, interest apply such cash collateral solely to satisfy such obligations owing to the selling Revolving Lenders and escrow amounts, if anytheir respective Affiliates, and with (B) promptly return any balance unapplied portion of principal being due and payable on (b) To such cash collateral to the extent that any required payments are made on Administrative Agent for the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance benefit of the price payable Term Lenders at Closing under paragraph 3(dsuch time as all such obligations have been paid in full) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller all expenses to the extent owing to the Revolving Lenders in accordance with the Loan Documents. Such purchase price and cash collateral shall deliver be remitted by wire transfer of immediately available funds to Purchaser at Closing a certificate dated not more that 30 days before Closing signed the Administrative Agent in accordance with Section 2.4(c), solely for the account of the selling Revolving Lenders and shall be immediately distributed to such selling Lenders in accordance with their respective ratable shares. Interest and fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the holder of Term Lenders are received by the existing mortgageAdministrative Agent prior to 1:00 P.M., in form for recordingNew York City time and interest and fees shall be calculated to and including such Business Day if the amounts so paid by the Term Lenders are received by the Administrative Agent later than 1:00 P.M., certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationNew York City time. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The PURCHASE PRICE of the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined)Property is $38,205,000, subject to collectionall prorations and credits set forth herein, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onin immediately available United States funds at Closing (defined in SECTION 6.1). (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dThe Purchase Price is allocated as follows: Individual Property's Owner Purchase Price Allocation(1) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.--------------------------- --------------------------- JC Lawrence $16,900,000 JC Wabash $21,300,000 ----------- Total Purchase Price $38,205,000 (c) If there The Purchase Price is payable at Closing (defined in SECTION 6.1) as follows: (i) By Buyer taking title to the Property assuming (subject to, and inclusive of the non-recourse provisions thereof) all obligations accruing from and after the Closing Date under Seller's Existing Loans (as defined in SECTION 2.2(i)) which are generally described in SECTION 2.2(i), but excluding those obligations resulting from a mortgagee escrow account, default by Seller under the Existing Loans. Seller shall assign it cooperate with and assist Buyer, but at no cost or expense to PurchaserSeller (other than its attorney's fees) and without Seller or Seller Affiliates having to incur any additional obligations, if it can in connection with the Buyer seeking consent from the Lenders for the assumption of the Existing Loans (subject to and inclusive of, the non-recourse provisions thereof) on terms and conditions acceptable to Buyer in its sole discretion (1) Allocation of any portion of the Purchase Price to Personal Property by Buyer shall be assignedbased on the then reasonable market value of such Personal Property, but in no event shall such amount exceed 10% of the respective Purchase Price Allocation. This provision shall survive Closing. and specifically without Buyer being required to agree to any material change of any term of any Existing Loan document, as a condition to Lender's approval of the assumption (the ASSUMPTION). Any and all fees or expenses required to be paid to Lenders in that case Purchaser connection with Buyer's Assumption (subject to and inclusive of, the non-recourse provisions thereof) of the Existing Loans shall be borne one-half (1/2) by Buyer and one-half (1/2) by Seller; provided, however, any fees, expenses or payments (but not payments representing all or substantially all of the remaining balance of the Existing Loans) resulting from a default by Seller under the Existing Loans prior to Closing shall be paid solely by Seller at Closing. Additionally, Buyer shall use commercially reasonable efforts to obtain a release, reasonably acceptable to Seller, of all liabilities, indemnities and guarantees of Seller and Seller Affiliates accruing from and after the Closing Date under the Existing Loans (the SELLER RELEASES) but Buyer shall not be obligated to assume any additional obligations to the Lenders to do so and Seller shall not be obligated to pay any costs or fees (other than its share of the amount in the escrow account assumption fees and costs set forth above) not approved by Seller; and (ii) By Buyer paying cash, by wire transfer, for disbursement to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the Purchase Price, less the total amount of unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing accrued but unpaid interest owing pursuant to the same. Seller shall pay the fees for recording such certificate. If the holder Existing Loans as of the existing mortgage is a bank Closing Date, subject to prorations and other debits or other institution as defined credits provided for in Section 274-a of this Contract (the Real Property Law it may, instead of NET AMOUNT). All Cash shall be sent by wire transfer to the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing Closing Agent for disbursement to each Seller at Closing in the same informationamount set forth above (the CASH). (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The In addition to assuming the Assumed Liabilities, the aggregate price to be paid by On Stage to the Selling Entities (the "Purchase Price") for the purchase price is $of the Purchased Assets shall be equal to the following (which calculation shall be made as of the Closing Date and set forth in a certificate of On Stage and CRC delivered at the Closing): (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on$13,800,000, (b) To plus, the extent that any required payments are made on lesser of (i) $120,000 or (ii) the existing mortgage between value at the date hereof and Closing which reduce Selling Entities' cost of Inventory located at the unpaid principal amount thereof below Branson gift shop included in the amount shown in paragraph 3(b)Purchased Assets, then the balance plus 30% of the price payable cost of the Inventory bearing the "Country Tonite" name or logo located at Closing under paragraph 3(d) the Pigeon Forge gift shop, which amount shall be increased by paid from time to time as the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.parties agree; (c) If there is a mortgagee escrow accountminus, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount of all advance deposits (including interest accrued thereon) and pre-paid ticket sales (and ticket or amusement taxes pertaining thereto) of the Business included in the escrow account to Seller at Closing.Assumed Liabilities, (d) Seller shall deliver minus the following, to Purchaser at the extent such amounts relate primarily to the Purchased Assets or the Business, are unpaid as of the date of Closing a certificate dated and have not more that 30 days before Closing signed been paid by the holder Selling Entities prior to or at the Closing: (i) the prorated amount for the period prior to the Closing Date of all real estate taxes and assessments, both general and special, water charges and sewer rents, whether or not then due or payable, and all other normally proratable items, based upon the latest assessments or actual invoices available (should any such proration be inaccurate based upon the actual tax xxxx or assessment when received, any party hereto may demand and shall be entitled to receive on demand, a payment from the other correcting such inaccuracy); (ii) any fees, taxes, impact fees, assessments, delinquent or otherwise, attributable to a period prior to the Closing Date; (iii) any other land use charges attributable to any period prior to the Closing Date; (iv) one-half of all necessary State of Missouri, county and municipal transfer, document stamp and/or recording taxes incident to the transaction contemplated in this Agreement normally attributable to the grantor; (v) one-half of the existing mortgagecost of any escrow fee and charges of any escrow agent, in form regardless of whether or not such escrow agent is also counsel for recordingany party hereto, certifying the amount issuer of the unpaid principal, Commitments or the date agent of such issuer; and (vi) the cost in excess of $5,000 of any endorsement to which interest has been paid and or affirmative insurance obtained in connection with the amounts, if any, claimed title insurance policies to be unpaid for principal and interest, itemizing issued pursuant to the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution Commitments (as defined in Section 274-a 8.9 of this Agreement), if such endorsement or affirmative insurance is required in order for the title insurance company issuing such policies to delete any exception from coverage relating to any encroachment onto and/or violation of an existing easement and/or setback requirement. On Stage shall pay the Purchase Price at Closing as follows: (x) $1,300,000 shall be paid by delivery of the Real Property Law it may, instead $1,300,000 Subordinated Promissory Note and (y) the remainder of the certificate, furnish a letter signed Purchase Price shall be paid by a duly authorized officer, employee or agent, dated not more then 30 wire transfer of immediately available funds pursuant to written wire instructions provided by CRC no later than three business days before Closing, containing prior to the same informationClosing Date. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On As consideration for the signing purchase of this contractthe Transferred Assets, by Xxxxxxxxx’s good check payable Purchaser shall pay Seller a purchase price (the “Purchase Price”) equal to the Escrowee sum of the following: (as hereinafter defined)1) a premium (the “Deposit Premium”) for the Deposit Liabilities and franchise value related to the Transferred Banking Center equal to one-half percent (0.5%) of the average balance of the Deposit Liabilities for the twenty (20) calendar days ending on the fifth business day prior to the Closing Date, subject to collectionbut in no event shall the Deposit Premium exceed $780,000, and the receipt amount of which is hereby acknowledged, such premium shall remain confidential unless required to be installments of $ which include principal, interest and escrow amounts, if any, and disclosed by law or in connection with any balance regulatory application, notice, requirement or examination; (2) with respect to the Personal Property, a purchase price of $34,695; (3) the face amount of the Coins and Currency; and (4) the unpaid principal being due and payable onbalances plus accrued interest on the Overdraft Lines of Credit determined as of the close of business of the Transferred Banking Center on the Closing Date. (b) To In addition, except as otherwise specifically provided herein, Purchaser shall assume as of the extent Effective Time all of the duties, obligations and liabilities of Seller (including all of Seller’s duties and obligations existing or required to be performed after the Effective Time under Sections 2.2, 2.3, 4.9, 4.11, 5.1, 5.2, 6.3, 6.4, 9.1, 9.4, 9.5, 9.6(b) and 9.7 of the FDIC Agreement with respect to the Transferred Assets and the Assumed Liabilities, subject to any limitations stated herein (the “FDIC Obligations”)) relating to periods on or after the Effective Time relating to the Transferred Assets and the Assumed Liabilities (including all accrued interest relating to the Deposit Liabilities), and Purchaser shall also assume liability for all Taxes relating to the Transferred Assets or the Assumed Liabilities for taxable periods (or portions thereof) after the Effective Time; provided, however, that any required payments are made on cash items paid by Seller and not cleared prior to the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) Effective Time shall be increased by the amount responsibility of payments Seller, subject to the terms of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingSection 3.12. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount prepare a balance sheet substantially in the escrow account form of Exhibit 1.2(c) (the “Pre-Closing Balance Sheet”) as of a date not earlier than twenty (20) calendar days prior to the Effective Time anticipated by the parties reflecting the book value of the Transferred Assets and the Assumed Liabilities as carried on the books of Seller at Closing. (d) and prepared in accordance with generally accepted accounting principles as in effect as of the date of this Agreement. Seller shall deliver agrees to pay to Purchaser at Closing a certificate dated not more that 30 days before Closing signed the Closing, in immediately available funds, the excess amount of Deposit Liabilities assumed by Purchaser pursuant to subsection (b) above, as reflected by the holder of Pre-Closing Balance Sheet, over the existing mortgageaggregate Purchase Price computed in accordance with subsection (a) above, in form for recording, certifying as reflected by the amount of Pre-Closing Balance Sheet. The amounts paid at Closing shall be subject to subsequent adjustment based on the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274Post-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationClosing Balance Sheet. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. (a) The purchase price is $ (athe “Purchase Price”) On for the signing purchase, sale, assignment and conveyance of this contractSellers’ right, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledgedtitle and interest in, to be installments and under the Acquired Assets to Purchaser or its Designees shall consist of $ (i) an amount equal to $95,000,000, which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount payable in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing form of a certificate dated not more that 30 days before Closing signed by the holder credit bid of the existing mortgage, in form for recording, certifying the an amount of the unpaid principalobligations then outstanding under the DIP Credit Agreement and the Pre-Petition Credit Agreement (such amount as may be increased pursuant to Section 3.1(b), the date “Credit Bid Amount”); (ii) unless such obligations have been assumed by Purchaser pursuant to which interest has been paid and Section 2.3(e), an amount in cash allocated solely for the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder benefit of the existing mortgage is a bank or other institution ABL Credit Parties in order to cause the “payment in full” of the Obligations under each of the ABL Credit Agreements (within the meaning of such phrase under the ABL Credit Agreements), including the Letter of Credit Collateralization (as defined in Section 274-a the ABL DIP Credit Agreement) and Payment in Full of ABL Priority Debt (as such term is used the Real Property Law it may, instead of Existing Split Lien Intercreditor Agreement (as defined in the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing ABL DIP Credit Agreement) and the same information. Split Lien Intercreditor Agreement (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of as defined in the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, ABL DIP Credit Agreement); and (iii) the existing mortgage does not contain any provision that permits the holder assumption by Purchaser of the mortgage Assumed Liabilities. (b) For the avoidance of doubt, at any time, and from time to require its immediate payment in time, during the Auction, Purchaser may increase the Purchase Price, including by increasing the Credit Bid Amount to the full amount then outstanding and owing under the DIP Credit Agreement and the Pre-Petition Credit Agreement and or to change any other term thereof by reason of the sale or conveyance of the Premisespaying additional cash consideration.

Purchase Price. The purchase price is $ (a) On In consideration of the signing transfer of this contractthe Purchased Assets to Buyer and the other undertakings set forth herein, by Xxxxxxxxx’s good check payable to the Escrowee purchase price (the “Purchase Price”) for the Purchased Assets shall be (i) the Cash Payment as hereinafter definedset forth in Section 3.1(b), subject to collectionplus (ii) the assumption of the Assumed Liabilities by Buyer at Closing, plus (iii) Nineteen Million Dollars ($19,000,000) (the receipt of which is hereby acknowledged“Credit Bid Amount”), to be installments satisfied in the form of $ which include principala credit against the Prepetition Second Lien Obligations held by the Cerberus Second Lien Lenders (pro rata among the Cerberus Second Lien Lenders based on the amount of Prepetition Second Lien Obligations owing to the Cerberus Second Lien Lenders as of the Closing) pursuant to Section 363(k) of the Bankruptcy Code. The Cure Amounts, interest and escrow amountsas determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, and with to pay all actual or pecuniary losses that have resulted from such defaults under the Purchased Contracts assumed at Closing, shall be paid by Buyer in addition to payment of the Purchase Price, and Sellers shall have no liability therefor. Notwithstanding anything to the contrary herein, under no circumstances shall any balance portion of principal being due the Credit Bid Amount be converted into or otherwise require a cash payment. If, for any reason, Buyer’s ability to credit bid all or any portion of the Credit Bid Amount pursuant to Section 363(k) of the Bankruptcy Code is not allowed by the Bankruptcy Court (such portion, a “Negated Credit Bid Amount”), the obligation of Buyer to deliver the portion of the Purchase Price attributable to the Credit Bid Amount shall be reduced dollar-for-dollar by the Negated Credit Bid Amount (which shall be allocated pro rata among the Cerberus Second Lien Lenders based on the amount of Prepetition Second Lien Obligations owing to the Cerberus Second Lien Lenders as of the Closing), no other component of the Purchase Price shall be increased, decreased or otherwise modified, and payable onthe failure by Buyer to credit bid any Negated Credit Bid Amount shall not constitute a breach of this Agreement by Buyer. (b) To the extent that any required payments are made Buyer shall pay by wire transfer of immediately available funds (i) on the existing mortgage between Closing Date, an amount equal to the date hereof DIP Repayment Amount to the DIP Agent in accordance with the DIP Credit Agreement and Closing which reduce (ii) the unpaid principal aggregate amount thereof below of all payment amounts set forth on Schedule 3.1 paid to one or more segregated accounts of Sellers to be further paid by Sellers to the applicable parties in accordance with the wind down budget as provided in the Sale Order (the “Wind Down Payments” and, together with the amount shown in paragraph 3(bclause (i) above, the “Cash Payment”). Any amounts funded by the Buyer in accordance with clause (ii) above that are not spent by Sellers as set forth above shall be promptly remitted to Buyer. For the avoidance of doubt, then Wind Down Payments shall be limited to the balance specific applicable line item in Schedule 3.1, and any unused amounts in one line item may not be applied or carried over to any other line item (but instead shall be remitted to the Buyer). The Buyer Deposit shall be used to make the Cash Payment at Closing, and any amount of the price payable at Closing under paragraph 3(d) Buyer Deposit remaining after the Cash Payment shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingreturned to Buyer. (c) If there is Schedule 3.1(c) contains a mortgagee escrow accountgood faith estimate by Sellers as of January 15, Seller shall assign it to Purchaser2014 of (i) the restaurants that, if it can closed as of such date, would give rise to Liabilities of Sellers under the WARN Act and (ii) the amount of such WARN Act Liabilities corresponding to each such restaurant. Without any further notice to Buyer or any action or consent being required by Buyer Schedule 3.1 hereof shall be assignedautomatically amended to include, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principalWind Down Payments shall automatically be increased by, the date to which interest has been paid and the amounts, if any, claimed amount required to be unpaid paid under the WARN Act for principal and interest, itemizing any WARN Act Liabilities incurred following the same. Seller shall pay date hereof in connection with the fees for recording such certificate. If closure of any of Sellers’ restaurants set forth on Schedule 3.1(c) after the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationdate hereof. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On In consideration for the signing of this contractAcquired Assets, by Xxxxxxxxx’s good check payable the Purchaser shall, in addition to the Escrowee assumption of the Assumed Liabilities, pay (i) to the Seller at the Closing the sum of Forty-one Million Two Hundred and Seventy Thousand Dollars ($41,270,000) and (ii) to the Escrow Agent Five Million Dollars ($5,000,000) (such sum of clauses (i) and (ii) being referred to as hereinafter definedthe "Unadjusted Cash Purchase Price") in cash by wire transfer of immediately available funds to an account or accounts designated by the Seller and the Escrow Agent, as the case may be. The Unadjusted Cash Purchase Price, as it may be adjusted pursuant to Section 1.6(b) and Section 1.7, shall be referred to as the "Cash Purchase Price" under this Agreement. The Escrow Agent shall, immediately upon the final determination of the Working Capital Statement as determined in accordance with Section 1.7(d), subject pay the funds to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onSeller and/or the Purchaser as set forth in the Escrow Agreement. (b) To In the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants event that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed total proceeds received or to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that received from (i) Seller any Tangible Personal Property which was owned by the Seller, the Selling Subs or the Transferred Subs at August 31 ,2001 that has delivered to Purchaser true and complete copies been transferred or disposed outside of the existing mortgageordinary course of business (i.e., Tangible Personal Property that was transferred or disposed of pursuant to a Bankruptcy Court order or which should have been transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the note secured thereby Closing Date and any extensions and modifications thereof, (ii) any real property owned by the existing mortgage is not nowSeller, and the Selling Subs or the Transferred Subs at the time August 31, 2001 that has been transferred or disposed of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder outside of the mortgage ordinary course of business or that is subject to require its immediate payment in full an agreement to be transferred outside of the ordinary course (i.e., real property that was transferred or disposed of or to change any other term thereof be transferred or disposed of pursuant to a Bankruptcy Court order or which should have been or should be transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the Closing Date, are in excess of One Million Dollars ($1,000,000), the Unadjusted Cash Purchase Price shall be reduced by reason of the sale or conveyance of the Premisessuch excess.

Purchase Price. The In consideration of the purchase price is and sale herein described, Purchaser shall transfer to the Deposit Account at the Closing, $12,300,000 in immediately available funds, which amount (subject to adjustment as herein provided, the “Purchase Price”) shall be subject to withdrawal as follows: (a) On Within one Business Day following the signing of this contractContingent Events Date, by Xxxxxxxxx’s good check Seller shall be entitled to withdraw all amounts in the Deposit Account less the Holdback Amount and any amounts payable pursuant to Section 2.02(e) (the “Base Amount”) and Purchaser shall instruct the Depository Bank to immediately allow Seller to so withdraw the Base Amount from the Deposit Account within such time period; provided, that prior to the Escrowee Contingent Events Date (i) the Purchaser has not timely elected to rescind this transaction pursuant to Section 12.03 and (ii) neither the Manager (as hereinafter defined)defined in the LLC Agreement) nor any of its Affiliates have taken any action on behalf of the Project Company that would, subject in the absence of the Side Letter, require Purchaser’s consent (in which event Purchaser shall be entitled to collection, receive from the receipt Base Amount an amount equal to the diminution in value of which is hereby acknowledged, the Class A Interest directly attributable to be installments any such action taken by Manager or its Affiliates on behalf of $ which include principal, interest and escrow amounts, if anythe Project Company, and with any Seller shall receive the balance of principal being due and payable onthe Base Amount). (b) To Seller shall be entitled to immediately withdraw the extent Holdback Amount and all other amounts then remaining in the Deposit Account (and Purchaser shall so instruct the Depository Bank to allow Seller to so withdraw such amounts) upon the earlier of: (i) the fifth anniversary of the Closing Date; provided, that any required payments as of such date (x) there then exists no Default or Event of Default (as such terms are made on defined in the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bCoBank Credit Agreement), then (y) the balance Project Company owns the Project and (z) Purchaser has not been divested of the price payable at Purchased Interests by foreclosure or other exercise by CoBank ACB or any other lenders under the CoBank Credit Agreement of their remedies under the Pledge and Security Agreement dated as of January 1, 2009 between Purchaser and CoBank covering the Purchased Interests (a “Class A Foreclosure Event”); and (ii) the seventh anniversary of the Closing under paragraph 3(dDate, provided, that as of such date (x) the Project Company owns the Project and (y) Purchaser had not been divested of the Purchased Interests by a Class A Foreclosure Event, (in each such case of clauses (i) and (ii), the “Holdback Amount Release Date”), it being understood that if the conditions of clause (ii) above are not met as of the seventh anniversary of the Closing Date or upon the earlier occurrence of a Class A Foreclosure Event (each, a “Holdback Return Event”), whichever shall first occur, then Seller shall instruct the Depository Bank to immediately pay over the Holdback Amount and all other amounts then in the Deposit Account to Purchaser and such amounts shall be increased by treated as an adjustment to the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingPurchase Price. (c) If there is After the Base Amount has been released to Seller, the Depository Bank shall allow Seller to withdraw from the Deposit Account all accrued interest on the Holdback Amount on the last day of each calendar quarter, commencing March 31, 2009 and continuing until the Depository Bank has received notice from Seller and Purchaser of the occurrence of the Holdback Amount Release Date or from Purchaser and Seller of the occurrence of a mortgagee escrow accountHoldback Return Event, Seller whichever shall assign it to Purchaser, if it can be assignedfirst occur, and in that case Purchaser shall pay so instruct the amount in the escrow account Depository Bank to allow Seller at Closingto so withdraw such amounts. (d) Seller Purchaser agrees that notwithstanding any provision to the contrary set forth in the Deposit Account Control Agreement (and any related rights thereunder) it shall deliver not withdraw (or take any action to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder withdraw) any portion of the existing mortgage, funds in form for recording, certifying the amount Deposit Account unless and until it is specifically permitted to do so under the applicable provisions of the unpaid principal, the date to which interest has been paid Sections 2.02 and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information12.03 hereof. (e) Seller represents and warrants that Purchaser shall instruct the Depository Bank to pay out of the Deposit Account immediately following the Contingent Events Date all amounts owed to (i) Meridian Investments, upon delivery by Meridian Investments to the Seller has delivered of a receipt and release of all claims against Purchaser, Seller and the Project Company therefor (in form and substance reasonably satisfactory to Purchaser true Purchaser), and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any such other term thereof by reason of the sale or conveyance of the PremisesPersons as Seller may direct.

Purchase Price. The purchase price is $ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable Subject to the Escrowee terms and conditions set forth herein, National Grid will acquire the Assets at the Closing for the sum of $8,334,782 plus the Real Estate Costs and the Expense Adjustmentdescribed in Section 3(b) (such sum being referred to herein as hereinafter definedthe “Purchase Price”), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal The amount thereof below the amount shown set forth in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dSection 3(a) shall will be increased by $374,838 as reimbursement for the acquisition costs associated with the Property Rights acquired from the State of Rhode Island (the “Real Estate Costs”) The amount set forth in Section 3(a) will also be increased by an additional amount for the actual out-of-pocket expenses incurred by DWBIT in connection with the acquisition and development of the Assets between February 1, 2013 and the Closing, plus a development fee of 3.85% per annum applied to such out-of-pocket expenses, butassuming such development fee accrues for six months (the “Expense Adjustment”), which Expense Adjustment will be documented to National Grid’s reasonable satisfaction. In no event will either (A) the development fee described in the preceding sentence accrue for more than six months, regardless of when the Closing (defined below) actually occurs or (B) the Expense Adjustment exceed the sum of (i) $776,669 plus (ii) fifty percent (50%) of the actual out-of- pocket expenses incurred by DWBIT and DWBI in an appeal of the Submerged Land Lease granted by the Rhode Island Coastal Management Resources Council (without any additional development fee), which amount in this clause (B)(ii) will not exceed $50,000 without the prior written consent of National Grid, in its sole discretion. The specific categories of expenses comprising the Expense Adjustment (other than those relating to an appeal of the Submerged Land Lease granted by the Rhode Island Coastal Management Resources Council) and the maximum amount of payments reimbursable expenses within each such category are set forth in Table 2 ofSchedule 3, and DWBIT shall not exceed such maximum amount for any category without the prior written consent of principal. Seller represents National Grid, which consent shall not be unreasonably withheld or conditioned and warrants that shall only be provided so long as the total amount shown in paragraph 3(b) is substantially correct and agrees that only payments required of the Expense Adjustment, excluding the development fee, not attributable to an appeal of the Submerged Land Lease granted by the existing mortgage will be made between the date hereof and Closing. Rhode Island Coastal Management Resources Council does not exceed $762,000. At least fourteen (c14) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of Closing, DWBIT will provide National Grid with the existing mortgage, in form for recording, certifying documentation needed to establish the amount of the unpaid principalExpense Adjustment, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal National Grid will review such documentation and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 notify DWBIT at least three (3) days before Closing, containing the same informationClosing of any objection to such documentation. National Grid and DWBIT will negotiate in good faith prior to the Closing to resolve any objections that National Grid has to DWBIT’s proposed Expense Adjustment. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is for the assets listed in 1.A., B., and C shall be Three Hundred Thousand Dollars ($ (a300,000.00) On the signing of payable in cash or certified funds at closing. Notwithstanding any provision in this contract, by Xxxxxxxxx’s good check payable Agreement to the Escrowee (as hereinafter defined), subject to collectioncontrary, the receipt of which is hereby acknowledgedparties acknowledge and agree that F & H does not assume and shall have no liability or obligation whatsoever, to be installments of $ which include principalwhether accrued, interest and escrow amountsabsolute, if anycontingent, or otherwise, and whether due or to become due, with respect to the following liabilities and obligations of Seller: (i) any balance federal, state or local taxes of principal being due and payable on Seller; (bii) To any liability arising prior the extent that Closing Date resulting from or claimed to have been incurred by reason of an alleged defect in any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Assets or the operation of the business by Seller prior to the Closing under paragraph 3(dDate; (iii) any existing, pending or threatened litigation against Seller, whether or not disclosed to Purchaser; and (iv) any other liability not specifically assumed hereunder. Seller will be responsible for the payment of all taxes, including local or state real and personal property taxes, up to and through the Closing Date. All personal property taxes for 2002 assessed to the Assets shall be increased by prorated as of the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assignedClosing Date, and in that case paid by Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the samewhen due. Seller shall pay be responsible for all personal property taxes related to the fees for recording such certificateAssets that are due and unpaid with respect to any year prior to 2002. If the holder taxes for 2002 are not known as of the existing mortgage Closing Date, the prorataion shall be based on the taxes for the year 2001. In the event the Purchaser shall fail to fulfill its obligation hereunder, the Seller shall, as its sole remedy, cancel this Agreement. Provided, however, that in the event the Seller is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, unable to furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered title acceptable to Purchaser true or the contingencies set forth herein are not satisfied this Agreement shall be null and complete copies void and of the existing mortgageno further force and effect. If Seller fails to perform in accordance with this Agreement, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage Purchaser shall be entitled to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisessue for specific performance and/or damages.

Purchase Price. The initial purchase price for the Property shall be $____________ and then shall increase by _0.25% per calendar month (3% per year) thereafter until exercising of this Option to Purchase. The purchase price is shall be paid in cash or its equivalent, less a credit of $ ______________ and an additional credit of $____________ per month, credited each month in which Buyer/Optionee pays a monthly payment of $___________ in advance, on or before the 1st day of each and every month (a) On “Monthly Option Payment”). Credits will be applied to reduce the signing purchase price if, and only if, Buyer/Optionee exercises this Option to Purchase. Rent credits will only be applied for the first ______ months of this contract, by Xxxxxxxxx’s good check payable option agreement. To encourage the Buyer/Optionee to expedite the Escrowee (as hereinafter defined), subject to collectionexercising of the Option, the receipt of which is hereby acknowledged, Seller/Optionor agrees to be installments of $ which include principal, interest and escrow amounts, if any, and credit the Buyer/Optionee with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the total amount of the unpaid principal, agreed upon rent credits at any time during the date to which interest has been paid and the amounts, if any, claimed lease term to be unpaid applied as funds towards closing (Seller Concessions) for principal and interestthe Buyer/Optionee. All credits are conditional, itemizing provided that the same. Seller shall pay Buyer/Optionee timely executes the fees for recording such certificate. If the holder option to purchase, is not in default of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not nowLease Agreement, and at closes the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesProperty. The Buyer/Optionee shall receive no rent credits at closing for any monthly lease payment that the Seller/Optionor receives after the due date. Buyer/Optionee's obligation to close shall not be contingent upon Buyer/Optionee's ability to obtain financing. Buyer/Optionee shall pay any and all loan and sale closing costs. All covenants of said lease agreement must have been faithfully performed in order for this Option to be valid and enforceable, including, but not limited to, the repairs, maintenance and upkeep of said property. In the event that the Buyer/Optionee substantially defaults on any payments or other obligations required under said lease, this Option Agreement will be automatically void and any monies paid thereunder for rent or as option consideration will be retained by Seller/Optionor as liquidated damages and not as a penalty.

Purchase Price. The figure agreed upon by both parties concerning the procurement of the home. Step 4 – Signing the Document Following the establishment of the terms and recording them within the form, the participating parties should finalize the contract by furnishing it with: Landlord(s)/Seller(s) Signature(s) Tenant(s)/Buyer(s) Signatures(s) Agent(s) Signature(s) (if applicable) Witness(es) Signature(s) (recommended) Step 5 – Using the Option to Purchase After the commencement date of the contract, the lessee may employ the option to purchase at any point during the course of the tenancy. Should they decide to carry out this action, they will have to: Notify the Landlord/Seller – The lessee must provide the lessor with written notice of their intent to purchase (must specify a valid closing date). Fund the Purchase – They must be able to acquire the necessary financing to fund the acquisition (it is recommended that the parties include a contingency within the purchase agreement that stipulates that the contract is terminated if the buyer cannot finance the sale). Execute a Purchase Agreement – In addition to the obligations made within the lease agreement, the parties are also compelled to carry out a purchase agreement for the purpose of further establishing the conditions surrounding the sale. Frequently Asked Questions (FAQ) Most folks who have their home on the market, whether they are trying to rent it out or sell it, will usually not offer the rent-to-own option. This is something that will typically have to be proposed by the party who wishes to carry out this type of contract. With that being said, there are a few select websites that cater to rent-to-own properties, these being: XxxxxxxXxxx.xxx Xxxxxxxxxxx.xxx XxxxXxXxxXxxx.xxx Can a Landlord Break a Rent-to-Own Contract? Lessees who enter into a lease-option agreement may fear that the lessor will sell the property to another party if they receive a better offer during the course of the tenancy. Luckily for the tenant, the landlord is legally required to uphold the terms & conditions made within the contract. Although, in some cases, the lessor may try to bypass the obligations of the lease-option in order to get a better price for the property. In this instance, the lessee will have to take the violating party to court to protect the arrangement. As long as the agreement is $ (a) On valid, the signing lessee should have no problem winning the suit. What Are the Cons of a Rent-to-Own Lease Agreement? As we already mentioned the pros of this contractcontract in the steps above, by Xxxxxxxxx’s good check payable it is also important to know the Escrowee (as hereinafter defined), subject possible disadvantages related to collectionthis document. Users should consider the following cons: For Tenants/Buyers: Non-Refundable Deposit – In order to achieve this type of transaction, the receipt of which is hereby acknowledged, lessee will customarily be obliged to be installments of $ which include principal, interest and escrow amountsoffer a monetary sum for the option to purchase the home. This will usually go towards the down payment if they decide to buy the property. But, if any, and with any balance of principal being due and payable on (b) To they decide they do not want to acquire the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)dwelling, then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage they will be made between the date hereof and Closing. (c) If there is usually take a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying loss on the amount of the unpaid principaldeposit. Higher Rent – It is not uncommon for the lessee to pay higher rent in comparison to the current market rate. This is because the seller of the home has more leverage in their requests as they will want the best deal possible before granting this type of arrangement. Maximum Purchase Price – Similar to the matter of rent, a landlord/seller who is not in a desperate situation can demand a greater amount for the date purchase price in order for them to which interest accept the increased risk attached to this form of tenancy. Financing – Lessees who use this agreement for the purpose of gaining more time to secure the necessary financing may incur serious losses if they are unable to meet the standards of the lender before the expiration of the contract. (An example of this would be a lessee who has been paid poor credit and intends on increasing their score but fails to do so within the amounts, if any, claimed allotted timeframe and loses the initial deposit.) For Landlords/Sellers: Risk of Non-Payment – The majority of landlords/sellers getting involved in a rent-to-own contract will rely on the payments they receive to be unpaid continue paying their mortgage for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificateproperty. If the holder lessee ends up in a predicament where they cannot pay the rent, the owner may have to take over the costs of the existing mortgage is a bank or other institution as defined in Section 274-a original property on top of the Real Property Law it may, instead of the certificate, furnish expenses associated with their new living arrangement. Appreciation – A lessor who agreed to a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and certain sales price at the time of Closing will not be, signing the lease-option agreement may suffer losses if the property substantially increases in default, and (iii) value by the existing mortgage does not contain any provision that permits time the holder lessee carries out their right to purchase the home. Depreciation – If the property diminishes in value from the commencement date of the mortgage contract and the lessee decides not to require its immediate payment in full or to change any other procure the home, then the owner will take a hit on what they could have made when the market was offering a greater price for the residence. Higher Offer – If the seller receives a higher bid from another individual during the term thereof by reason of the sale or conveyance lease-option, they are not allowed to accept it as they are tied to the conditions of the Premisescurrent contract. Uncertainty – Lessors taking part in a rent-to-own lease agreement must be aware of the overall uncertainty surrounding the arrangement.

Purchase Price. (a) The purchase price is $ (a“Purchase Price”) On for the signing Receivables and the Related Assets shall equal the fair market value of this contractthe Receivables and the Related Assets (taking into account a discount for the time value of money, historic and expected losses and the Originator’s obligations pursuant to Section 3.2) as agreed by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, Originator and Buyer at the receipt time of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onpurchase or acquisition. (b) To On the extent that any required payments are made Closing Date, the Originator contributed Receivables and the Related Assets to Buyer as a capital contribution in the amount set forth in a written notice on the existing mortgage between date thereof from the date hereof Originator to Buyer and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingAdministrative Agent. (c) If there is a mortgagee escrow accountOn each date of sale or contribution, Seller shall assign it on the terms and subject to Purchaserthe conditions set forth in this Agreement, if it can be assigned, and in that case Purchaser Buyer shall pay to the amount in Originator the escrow account Purchase Price for the Receivables and the Related Assets generated on such day by transfer of funds, to Seller at Closingthe extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement. (d) Seller shall deliver To the extent Buyer does not have funds available to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by pay the holder of the existing mortgagePurchase Price due on any day in cash, Buyer may, in form for recordingits sole discretion, certifying increase the principal amount of the unpaid principal, Subordinated Note payable to the Originator by an amount up to the lesser of (x) the principal amount of such Deferred Payment and (y) the maximum amount that could be added to the principal amount of the Subordinated Note at such time without rendering Sellers’ Net Worth less than the Required Capital Amount. The Originator is hereby authorized by Buyer to note in its records the date and amount of each advance under its Subordinated Note, as well as the date of each payment with respect thereto, provided that the failure to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller update such records shall pay the fees for recording such certificate. If the holder not affect any obligation of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationBuyer thereunder. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies To the extent any portion of the existing mortgagePurchase Price due on any day remains unpaid after giving effect to the above, the note secured thereby Originator shall treat the related Receivables and Related Assets allocable to such portion of the remaining Deferred Payment to have been transferred by the Originator to Buyer as a capital contribution, in return for an increase in the value of the equity interest in Buyer held by the Originator. (f) In addition to contributions of Receivables and Related Assets by the Originator to Buyer hereunder, the Originator may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the equity interest in Buyer held by the Originator. Servicer shall evidence the Originator’s election to treat all or any extensions portion of the Receivables and modifications thereof, (ii) Related Assets as a capital contribution by recording it as such on the existing mortgage is not nowbooks and records of Buyer as maintained by the Servicer, and at no further notice or acceptance of any such contribution shall be necessary. The Originator, Servicer and Buyer shall each record on its respective books and records any capital contribution made by the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage Originator to require Buyer promptly following its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesoccurrence.

Purchase Price. The purchase price is $ (a) On Subject to the signing terms and conditions of this contractAgreement, by Xxxxxxxxxin consideration of the transfer of the Assets under Section 2.01, Purchaser shall assume the Assumed Liabilities at the Closing and pay the following consideration (the cash amount paid under Section 2.03(a)(i) at Closing, the “Purchase Price”): (i) at the Closing (A) Purchaser shall pay to Seller’s good check payable Account an amount of cash equal to the Escrowee Closing Date Payment, and (as hereinafter definedB) Purchaser shall deposit with the Escrow Agent an amount of cash equal to $7,500,000 (the “Escrowed Amount”), to be held and, subject to collectionany pending or payable claims for indemnification under Section 7.04 and Section 10.01(a), released on the third anniversary of the Closing in accordance with the terms of the Escrow Agreement; and (ii) on the date that is the four-month anniversary of the Closing (i.e., the receipt date that is four months after the Closing), the applicable portion of which is hereby acknowledgedthe Holdback Amount shall be payable (if at all) on the basis set forth in Schedule 2.03(a)(ii). Notwithstanding anything in this Agreement to the contrary, no claims, Losses or any other amounts whatsoever under this Agreement, any Ancillary Agreement or otherwise may be offset against the Holdback Amount by Purchaser or any Affiliate thereof, and Purchaser agrees to pay in full the applicable portion of the Holdback Amount, to be installments of $ which include principalthe extent payable under Schedule 2.03(a)(ii), interest and escrow amountsnotwithstanding any claims or Losses under this Agreement, if any, and with any balance of principal being due and payable onAncillary Agreement or otherwise. (b) To No later than five (5) Business Days prior to the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)Closing, then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by containing Seller’s estimate (the holder “Estimated Prepaids Reimbursement”) of the existing mortgagePrepaids Reimbursement, set forth in form for recording, certifying the amount reasonable detail and certified as to its accuracy by an executive officer of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationSeller. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is aggregate consideration to be paid by Buyer to Seller for the Closing Shares shall be the payment of a cash amount equal to (A) Twenty Nine Million Dollars ($ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined29,000,000), subject to collection, less (B) the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amountsDeficiency, if any, and with plus (C) the Surplus, if any balance of principal being due and (the "Purchase Price"). The Purchase Price shall be payable onas follows: (bi) To Buyer is paying a refundable $1,000,000 cash deposit (the extent that any required payments are made "Deposit") by wire transfer of immediately available funds to an escrow account (the "Escrow Account") held by U.S. Bank National Association as escrow agent under an Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") within three (3) days of the execution of this Agreement; and (ii) on the existing mortgage between Closing Date, (x) the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)Deposit (with interest accrued thereon, then the balance of the price payable at Closing under paragraph 3(dif any) shall be increased by paid over to Seller from the amount of payments of principal. Seller represents Escrow Account and warrants that the amount shown in paragraph 3(b(y) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser Buyer shall pay the amount in Purchase Price, less the escrow Deposit (plus interest accrued thereon, if any), by wire transfer of immediately available funds to such account to Seller at Closing. (d) or accounts as Seller shall deliver direct. The Purchase Price shall be subject to Purchaser at Closing a certificate dated not more that 30 days before Closing signed adjustment by (A) the holder prorations set forth in Section 2(b) and (B) the payment of the existing mortgage, any Cure Amounts (as defined below) by Buyer in form for recording, certifying accordance with Section 2(c). If Buyer increases the amount of the unpaid principalcash consideration offered for the Closing Shares or otherwise modifies the terms and conditions of its bid as set forth in this Agreement in order to outbid a proponent of a higher and better offer, then the date Purchase Price shall automatically be increased by an equal amount and/or the terms and conditions hereof shall be automatically modified and, if Buyer is the successful bidder, Buyer and Seller shall execute a written instrument to which memorialize such increased Purchase Price (and change in form of consideration, as applicable) and such modifications to the terms and conditions hereof. All interest has been paid and other earnings on the Deposit shall, whether or not the Closing occurs, be the property of Buyer. In the event that (I) Seller or the Company (as applicable) completes a sale of the Closing Shares and/or the Riverboat Casino Assets to a Person other than Buyer or its affiliate, or (II) the conditions to Buyer's obligations are not fulfilled or waived and the amountssale of the Closing Shares to Buyer has not occurred on or before August 1, 2005, in any case, for any reason other than the breach by Buyer of its obligations under this Agreement, then the Deposit, with interest accrued thereon, if any, claimed shall be immediately returned to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificateBuyer. If the holder of the existing mortgage is a bank or other institution as defined (1) all conditions set forth in Section 274-a of 4 hereof have been satisfied (or on the Real Property Law it may, instead of the certificate, furnish a letter signed Closing Date will be satisfied) or waived by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, Buyer and (iii2) Buyer breaches its obligation to purchase the existing mortgage does not contain Closing Shares, then the Deposit (excluding interest accrued thereon, if any, which interest shall in any provision event be returned to Buyer) shall be forfeited to Seller, but without prejudice to any legal remedy for money damages Seller may have, if any, against Buyer as a result of such breach, provided, however, that permits Seller's legal remedies hereunder shall be limited exclusively to money damages, and, provided, further, that in no event shall Seller have the holder of the mortgage right to require its immediate payment in full specific performance or to change any other term thereof by reason of equitable remedy against Buyer in connection with this Agreement or the sale or conveyance of the Premisestransactions contemplated hereby.

Purchase Price. (a) The purchase price for each Receivable purchased hereunder and the Related Security therefor on any day shall be an amount in the Currency in which such Receivable is $ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable denominated equal to the Escrowee product of (as hereinafter defined)i) the Unpaid Balance of that Receivable, subject times (ii) the Discount Percentage on such day. The Seller and the Purchaser hereby agree that the purchase price payable by the Purchaser pursuant to, and in accordance with, this Section 3.1(a) shall be inclusive of all value added taxes and comparable or similar Taxes and that (A) the Purchaser shall have no responsibility to collectionpay any additional amount in respect of any such Taxes, and (B) in the event that any such Taxes are payable with respect to the payment or receipt of any such purchase price, the receipt of which is hereby acknowledgedSeller shall promptly pay such Taxes in full or, to be installments the extent such Taxes have already been paid by any other Person legally obligated to pay such Taxes, the Seller shall promptly reimburse such Person in full, whether out of $ which include principal, interest and escrow amounts, if anysuch purchase price received by it or otherwise; provided that the Purchaser hereby agrees that it shall use all reasonable efforts to obtain, and with procure that its successors and assigns obtain, the written consent (to the extent reasonably practical and to the extent any balance delay in paying such Taxes would not have a material adverse effect on the Purchaser or such other Person) of principal being due and payable onthe Seller, such consent not to be unreasonably withheld, prior to paying any such Taxes. (b) The Purchaser shall pay the Seller the purchase price with respect to each Receivable transferred by the Seller hereunder and the Related Security therefor as provided in this Section 3.1(b). (i) To the extent that on any required payments day the Purchaser has funds available after satisfying the Senior Obligations then due and payable, the Purchaser shall on such day pay the Seller the purchase price with respect to each Receivable transferred by the Seller hereunder and the Related Security therefor on such day by the transfer of immediately available funds. (ii) To the extent that on any day the funds available to the Purchaser after satisfying the Senior Obligations then due and payable are made on insufficient to pay the existing mortgage between entire purchase price of each Receivable and the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bRelated Security therefor pursuant to Section 3.1(b)(i), then the balance remainder of the purchase price payable at Closing under paragraph 3(d) owing to the Seller in respect of such Receivables and the Related Security therefor shall be increased by deferred and shall be paid from time to time to the amount extent that funds are available for that purpose pursuant to Section 4.2 of payments of principal. Seller represents and warrants the Servicing Agreement; provided that the amount shown purchase price for Receivables shall be payable in paragraph 3(b) is substantially correct accordance with the provisions hereof irrespective of the performance of the purchased Receivables, and agrees that only payments required by in any event not later than one year after the existing mortgage will be made between the date hereof and ClosingFinal Payout Date. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case The Purchaser shall pay interest to the amount Seller on the aggregate deferred purchase price owing to the Seller from time to time under this Agreement at a variable rate per annum equal to the Base Rate from time to time in effect with respect to the escrow account to Currency in which such deferred purchase price is denominated plus forty-five one hundredths of one percent (0.45%) (or at such other rate of interest that the Purchaser and the Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by with the holder consent of the existing mortgage, in form for recording, certifying Agent) agree more accurately reflects a market rate of interest on investments similar to the amount deferred purchase price). Such interest shall be computed on the basis of the unpaid principalactual number of days elapsed and a three hundred and sixty (360)-day year and shall be paid on each Settlement Date, to the date extent that funds are available for that purpose pursuant to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder Section 4.2 of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationServicing Agreement. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The Such purchase and sale shall be made on the Purchase Date by execution and delivery by the applicable First Lien Secured Parties and/or Second Lien Secured Parties of an Assignment Agreement in the form attached to the First Lien Credit Agreement. Upon the Purchase Date, the applicable Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent shall (i) pay to the First Lien Agent for the benefit of the First Lien Secured Parties as the purchase price is $ therefor the sum of (a) On the signing full amount of this contract, by Xxxxxxxxx’s good check payable to all the Escrowee First Lien Obligations then outstanding and unpaid (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include including principal, interest interest, fees and escrow amountsexpenses, including reasonable attorneys' fees and legal expenses and, with respect to Hedging Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations (calculated in accordance with the terms of such Hedging Agreements and giving effect to any netting arrangements) that the applicable Loan Party would be required to pay if any, and with any balance of principal being due and payable on such Hedging Agreements were terminated at such time) plus (b) To any early termination fee, prepayment fee or other similar fee payable pursuant to the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown First Lien Credit Agreement (calculated as if such assigned First Lien Obligations were repaid in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased full by the amount of payments of principal. Seller represents and warrants Borrowers at such time, it being understood that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage no processing fee will be made between the date hereof changed in connection with such assignment) and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) provide for letters of credit to back up all outstanding letters of credit issued under the existing mortgage is not now, First Lien Loan Documents and at the time of Closing will not be, then outstanding in default, and (iii) the existing mortgage does not contain any provision that permits the holder an amount equal to 101% of the mortgage undrawn amount of such then outstanding letters of credit or provide cash collateral to require its immediate payment secure the reimbursement obligations with respect to such letters of credit in full or such amount. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to change any other term thereof by reason such bank account of the First Lien Agent as the First Lien Agent may designate in writing to the applicable Second Lien Secured Parties for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale or conveyance of shall occur if the Premisesamounts so paid by the Second Lien Secured Parties to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the applicable Second Lien Secured Parties and any additional lenders approved by the Second Lien Agent to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time.

Purchase Price. The purchase price is for the Assets (the "Purchase Price") shall be $65,006,760 adjusted as follows: (a) On The amount of the signing of this contract, purchase price shall be increased by Xxxxxxxxx’s good check payable (i) all Property Taxes accruing with respect to the Escrowee Assets after the Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases with respect to periods after the Closing; (iii) any other prepaid expenses pertaining to the Business (such as hereinafter defined)telephone expenses, subject to collectionadvertising expenses, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if anyutility charges, and the like) with any balance respect and relating to periods after the Closing; and (iv) the amount of principal being due and payable onSeller's Development Costs for 5055 X. Xxxxxx Xxxxxx Blvd., Jacksonville, Florida. (b) To The amount of the extent purchase price shall be decreased by (i) all Property Taxes accruing with respect to the Assets prior to the Closing that any required payments are made on due and payable after the existing mortgage between Closing and that have not been paid as of the date hereof Closing, (ii) all amounts payable under the Contracts and Leases that pertain to periods before the Closing but are due and payable after the Closing and that have not been paid as of the Closing, (iii) the cost of unused vacation accrued as of the Closing Date by ADI Personnel hired by Purchasers the cost of which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bis being assumed by Purchasers pursuant to Section 6.3(c), then the balance of the price payable at Closing under paragraph 3(dand (iv) shall be increased by the amount of payments of principal. Seller represents any Purchase Price adjustment for any Excluded Restaurant and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingattendant Assets pursuant to Section 2.8. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the The amount of the unpaid principalpurchase price shall be further adjusted to reflect any expense paid by one party which the other party has agreed to pay or share pursuant to Section 10.1 or otherwise pursuant to this Agreement. Schedule 2.3 sets forth the items expected to require an adjustment pursuant to subparagraphs (a) and (b) above, whether each such adjustment is expected to result in an increase or decrease in the date to which interest has been paid Purchase Price, and the amounts, if any, claimed to estimated amount of each such adjustment. At the Closing the foregoing adjustments shall be unpaid for principal calculated by the parties and interest, itemizing set forth on a schedule which shall be signed by both parties. To the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank extent that Property Taxes or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated items are not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and known at the time of Closing, the parties shall estimate the amounts in good faith and adjust the same at such time as such amounts are finally known. The Purchase Price shall be paid by Purchasers on the Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder Date by delivery of the mortgage Note duly executed by Purchasers and by wire transfer to require its immediate payment an account designated by Seller of immediately available funds in full or an amount equal to change any other term thereof by reason the remainder of the sale or conveyance of the PremisesPurchase Price.

Purchase Price. The aggregate purchase price (the "Purchase Price") for the Shares is $equal to: (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee Thirty-Five Million Dollars (as hereinafter definedUS$35,000,000.00), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on; plus (b) To an amount equal to all Unrestricted Cash on hand in the extent that any required payments are made on Company's and the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance Mainland Subsidiaries' bank accounts as of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.Effective Time; plus (c) If there the Working Capital (as defined in Section 2.3(a)), it being agreed and understood that if such amount is a mortgagee escrow accountnegative number, Seller shall assign it to Purchaser, if it can the Purchase Price will be assigned, and in that case Purchaser shall pay reduced on a dollar-for-dollar basis by the negative amount in the escrow account to Seller at Closing.of Working Capital; minus (d) Seller shall deliver to Purchaser the amount required at Closing a certificate dated to discharge in full the consolidated principal amount of, and accrued interest and prepayment penalties or breakage fees with respect to, all indebtedness for borrowed money of the Company and the Mainland Subsidiaries, including all outstanding amounts under: (i) notes, bonds, debentures, and similar instruments; (ii) capitalized leases; (iii) obligations under conditional sale or other title retention agreements; (iv) any amounts payable in connection with Earnouts and similar obligations but excluding accounts payable and incurred in the ordinary course of business; and (v) obligations, contingent or otherwise, in respect of any accrued interest, success fees, prepayment penalties, interest rate SWAP breakage costs, make-whole premiums or penalties and other costs and expenses associated with the repayment of any of the foregoing (the "Indebtedness"); provided, that the following will not more that 30 days before Closing signed be included in the definition of Indebtedness: (a) any amounts owed by the holder Company or any of the existing mortgageMainland Subsidiaries to Seller in respect of which Seller will be making a capital contribution at Closing pursuant to Section 6.9 below, in form for recording, certifying or (b) obligations underlying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed guaranties to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution released at Closing as defined set forth in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information.6.10 below; minus (e) to the extent not satisfied by Xxxxxxx or Seller represents and warrants that (iprior to the Closing, the amounts set forth on Section 2.1(e) Seller has delivered to Purchaser true and complete copies of the existing mortgage, Disclosure Schedule under the note secured thereby and any extensions and modifications thereof, "Enhanced Severance" column (iibut excluding the amounts set forth on Section 2.1(e) of the existing mortgage is not now, and at Disclosure Schedule under the time of Closing will not be, in default(1) "Base Severance" column, and (iii2) the existing mortgage does not contain "Outplacement Cost" column) payable to any provision that permits the holder employee of the mortgage to require its immediate payment in full Company or to change any other term thereof by reason of the sale or conveyance Mainland Subsidiaries listed on Section 2.1(e) of the Premises.Disclosure Schedule by the Company or any of the Mainland Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement (whether such payments or bonuses are oral or in writing) (the "Transaction Bonuses"); minus

Purchase Price. (a) The purchase price is $ (a“Purchase Price”) On for the signing Receivables and the Related Rights shall equal the fair market value of this contract, the Receivables and the Related Rights as agreed by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, Transferor and the receipt Transferee at the time of which is hereby acknowledged, to purchase or acquisition. The Purchase Price shall not be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onadjusted or modified after the applicable purchase date. (b) To On the extent that any required payments are made on Closing Date, the existing mortgage between Transferor shall contribute Receivables and the date hereof and Closing which reduce Related Rights to the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingTransferee as a capital contribution. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser The Transferee shall pay the amount in Transferor the escrow account Purchase Price with respect to Seller at Closingeach non-contributed Receivable and the Related Rights purchased from the Transferor on the date of purchase thereof as set forth above by transfer of funds, to the extent that the Transferee has funds available for that purpose after satisfying the Transferee’s obligations under the Receivables Purchase Agreement and such payment is not prohibited under the Transaction Documents. (d) Seller To the extent the Transferee does not have funds available to pay the Purchase Price due on any day in cash, the Transferor shall deliver treat the Receivables and Related Rights (or portions thereof) allocable to Purchaser at Closing a certificate dated not more that 30 days before Closing signed the unpaid portion of the Purchase Price as having been irrevocably transferred by the holder Transferor to the Transferee as a capital contribution in return for an increase in the value of the existing mortgage, Transferor’s interest in form for recording, certifying the amount Capital Stock of the unpaid principalTransferee. Any such capital contribution of Receivables and Related Rights by the Transferor to the Transferee shall occur automatically without further action or notice by any Person. The Transferor may also, at its option in its sole discretion, contribute cash to the date Transferee in return for an increase in the value of the Transferor’s interest in the Capital Stock of the Transferee. The Transferee shall, and hereby does, accept all such capital contributions of Receivables, Related Rights and cash made by the Transferor from time to which interest has been paid time, and no further notice or acceptance of any such capital contribution shall be necessary. The Transferor and the amountsTransferee (or the Servicer on their behalf) shall each record on its respective books and records any capital contribution made by the Transferor to the Transferee promptly following its occurrence; provided that no failure to make or maintain such records or any inaccuracy therein shall derogate from the Transferee’s and its assigns’ right, if anytitle or interest in the Receivables, claimed Related Rights or cash contributed by the Transferee to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationTransferor. (e) Seller represents The parties hereto hereby acknowledge and warrants agree that (i) Seller the Transferor has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate received payment in full or to change any other term thereof by reason of the sale or conveyance aggregate Purchase Price due from the Transferee under the Prior SCA for all sales of Receivables and Related Rights occurring thereunder prior to the date hereof in accordance with the terms of the PremisesPrior SCA.

Purchase Price. The purchase price is $ (the "Purchase Price") for the mortgage loans shall consist of (a) On cash in the signing amount of this contract_____________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.00% per annum on the mortgage loans in pool I and pool III and 5.50% per annum on the mortgage loans in pool II, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by Xxxxxxxxx’s good check payable CMSI to the Escrowee Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (as hereinafter defined)a) the class IA-IO, subject IIA-IO and IIIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to collectionthe Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the receipt Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of which is hereby acknowledgedthe Purchase Price as such repayment to the Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to be installments CMSI without recourse all of $ which include principalthe Seller's right, title and interest in and to the mortgage loans, including all interest and escrow amounts, if any, and principal received or receivable by the Seller on or with any balance respect to the mortgage loans (other than payments of principal being and interest due and payable on (b) To the extent that any required payments are made on the existing mortgage between loans on or before the cut-off date hereof and Closing which reduce prepayments of principal on the unpaid principal amount thereof below mortgage loans received or posted prior to the amount shown in paragraph 3(bclose of business on the cut-off date), then the balance together with all of the price payable at Closing under paragraph 3(d) shall be increased by Seller's right, title and interest in and to the amount proceeds of payments of principalany related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed CMSI all documents, instruments and agreements required to be delivered by CMSI to the holder Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. The purchase price is $ (a) On The Purchase Price for the signing Purchase from an Originator of this contractits Assets described in Sections 2.1(a) and (c) shall be payable in full by Company to such Originator on the Closing Date, and shall be paid to such Originator in the following manner: (i) by delivery of immediately available funds, to the extent of funds made available to the Company under the Receivables Financing Agreement; provided that a portion of such funds shall be offset by amounts owed by CHS Capital to the Company on account of the issuance of equity having a total value of not less than the Required Capital Amount; and (ii) the balance, by Xxxxxxxxx’s good check payable delivery of the proceeds of a subordinated revolving loan from such Originator to the Escrowee Company (as hereinafter defined)a “Subordinated Loan”) in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, subject to collection, and (B) the receipt of which maximum Subordinated Loan that could be borrowed without rendering the Company’s Net Worth less than the Required Capital Amount. Each Originator is hereby acknowledgedauthorized by the Company to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto; provided that the failure to be installments make such notation shall not affect any obligation of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onthe Company thereunder. (b) To The Purchase Price for each Asset sold or contributed by an Originator pursuant to Sections 2.1(b), (d) or (e) shall be due and owing in full by the Company to the applicable Originator or its designee on the applicable Sale Date for such Asset (except that the Company may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to the Company hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the following manner: (i) by delivery to such Originator or its designee of immediately available funds, to the extent that any required payments are made of funds available to the Company from its subsequent sale of an interest in all of the Assets to the Administrative Agent for the benefit of the Purchasers under the Receivables Financing Agreement or other cash on hand; (ii) by an increase in the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the outstanding balance of the price payable at Closing under paragraph 3(d) Subordinated Loan of such Originator; provided that the making of any such Subordinated Loan shall be increased subject to the provisions set forth in Section 2.3(a)(ii); and (iii) solely in the case of Receivables originated by CHS Capital, unless the Termination Date has occurred in accordance with this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingsuch Purchase Price. (c) If there is a mortgagee escrow accountFrom and after the Termination Date, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered each Originator shall not be obligated to Purchaser true and complete copies of (but may, at its option) sell its Assets to the existing mortgageCompany, the note secured thereby and any extensions and modifications thereof, or (ii) CHS Capital shall not be obligated to (but may, at its option) contribute its Assets to the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage Company’s capital pursuant to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesSection 2.3(b)(iii).

Purchase Price. (a) The purchase price is $ (athe “Purchase Price”) On for the signing Triumphe Shares shall be the Statutory Surplus of the Company as adjusted to reflect (i) the fair market value of the Company’s investment portfolio as of the Closing Effective Date; (ii) any contingent liabilities specified on Schedule 2.2 that are not reserved for in the Statutory Surplus or indemnified by the Seller and VFS US LLC under Article 8, as such schedule may be amended by mutual agreement of the Parties from time to time prior to the Closing as a result of Purchaser’s continuing due diligence following the execution of this contractAgreement; (iii) an amount equal to any uncollected premium (net of commissions) on the policies identified on Schedule 2.2, which shall be collected and retained by Xxxxxxxxx’s good check payable Seller or an Affiliate following the Closing; (iv) the amount of $100,000 to be used by Purchaser to defray the cost of extending the reinsurance on or self-insuring with respect to the Escrowee business underwritten by Mission Insurance Company of Texas prior to acquisition by Seller (it being the intention of the Parties that this purchase price adjustment is given as hereinafter defined), subject a concession to collection, Purchaser in view of the receipt of which is hereby acknowledged, fact that no reserves have been or are required to be installments established with respect to such business in accordance with sound actuarial principles as of $ which include principalthe date hereof); and (v) the value of Seller’s deferred tax asset as determined by Seller’s independent auditors as of September 30, interest and escrow amounts, if any, and with any balance of principal being due and payable on2005. (b) To No later than November 30, 2005, Purchaser shall deposit the extent that any required payments are made Closing Payment in escrow, which shall be released no later than the later of (i) the Closing, or (ii) if the Purchase Price is not determined as of the Closing Date, then pursuant to the Arbitrator’s Order. Except as set forth in this Section 2.2, interest on the existing mortgage between escrow account shall inure to the date hereof benefit of Seller and Closing which reduce accrue in the escrow account so long as any unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance portion of the price payable at Closing under paragraph 3(d) Purchase Price remains in the escrow account for the benefit of Seller. The escrow account shall be increased established with KeyBank, National Association and administered in accordance with the Escrow Agreement. Any fees charged by KeyBank to administer the amount of payments of principal. escrow account shall be borne equally between Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingPurchaser. (c) If there is the parties agree upon the Purchase Price by November 30, 2005, then the parties shall proceed to Closing. Should the final Purchase Price agreed upon by the parties be a mortgagee escrow accountpositive value and less than the Closing Payment, Seller shall assign it the Purchase Price plus accrued interest specifically attributable to Purchaser, if it can the Purchase Price will be assigned, and in that case Purchaser shall pay the amount in the escrow account released to Seller at Closing, with the remaining escrow balance returned to Purchaser at Closing. Should the Purchase Price be a positive value and greater than the Closing Payment, then at Closing the entire escrow (Closing Payment plus all accrued interest) will be released to Seller, and Purchaser will concurrently make a payment to Seller in immediately available funds in an amount equal to the Purchase Price less the Closing Payment. Should the Purchase Price be a negative value, the entire escrow (Closing Payment plus all accrued interest) will be immediately released to Purchaser, and Seller will make a payment to Purchaser in an amount equal to the amount the Purchase Price is below zero dollars. (d) Should the Parties fail to agree on the final Purchase Price by November 30, 2005, the Parties will nevertheless proceed to Closing and will submit their differences with respect to the Purchase Price to binding arbitration in Harrisburg, Pennsylvania, under the Commercial Arbitration Rules and procedures of the American Arbitration Association to determine the final Purchase Price. Should the final Purchase Price determined by the Arbitrator’s Order be a positive value and less than the Closing Payment, the Purchase Price plus accrued interest specifically attributable to the Purchase Price will be immediately released to Seller, with the remaining escrow balance returned to Purchaser. Should the Purchase Price be a positive value and greater than the Closing Payment, the entire escrow (Closing Payment plus all accrued interest) will be immediately released to Seller, and Purchaser will make a payment to Seller shall deliver in an amount equal to the Purchase Price less the Closing Payment. Should the Purchase Price be a negative value, the entire escrow (Closing Payment plus all accrued interest) will be immediately released to Purchaser, and Seller will make a payment to Purchaser at Closing a certificate dated not more that 30 in an amount equal to the amount the Purchase Price is below zero dollars. The balances shall be settled by either party as the case may be within fifteen (15) days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount arbitration award. All fees and expenses of the unpaid principalarbitration shall be borne equally between Seller and Purchaser. For purposes of clarity, such fees and expenses shall not include the date to parties’ respective legal and accounting fees, which interest has been paid and shall be the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder obligations of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationrespective Parties contracting for any such services. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is for the Assets (the "Purchase Price") shall be Ten Million Dollars ($10,000,000.00) adjusted as follows: (a) On The amount of the signing of this contract, purchase price shall be increased by Xxxxxxxxx’s good check payable (i) all Property Taxes accruing with respect to the Escrowee Assets after the Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases that pertain to periods after the Closing; and (iii) any other prepaid expenses pertaining to the Business (such as hereinafter definedtelephone expenses, advertising expenses (except as provided in Section 2.3(d)), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if anyutility charges, and with any balance of principal being due and payable onthe like) to the extent that the same will benefit Purchaser after the Closing. (b) To The amount of the extent purchase price shall be decreased by (i) all Property Taxes accruing with respect to the Assets prior to the Closing that any required payments are made due and payable after the Closing and that have not been paid as of the Closing, (ii) all amounts payable under the Contracts and Leases that pertain to periods before the Closing but are due and payable after the Closing and that have not been paid as of the Closing (including those amounts as set forth on Schedule 1.1B), (iii) the estimated cost of vacation accrued as but unvested of the Closing Date with respect to ADI Personnel hired by Purchaser the cost of which is being assumed by Purchaser pursuant to Section 6.3(c), and (iv) all amounts on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)Remediation List, then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and unless repaired to Purchaser's reasonable satisfaction prior to Closing. (c) If there is a mortgagee escrow account, Seller The amount of the purchase price shall assign it be further adjusted to Purchaser, if it can be assigned, and in that case Purchaser shall reflect any expense paid by one party which the other party has agreed to pay the amount in the escrow account or share pursuant to Seller at ClosingSection 10.1 or otherwise pursuant to this Agreement. (d) Seller Notwithstanding anything contained herein to the contrary, all rebates of advertising payments made by Seller, including without limitation, amounts paid to Franchisor's national marketing fund related to the Restaurants, shall deliver belong to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder and there shall be no reduction of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the Purchase Price regarding any such amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered Not less than three days prior to Purchaser true and complete copies of the existing mortgageClosing, the note secured thereby parties hereto will prepare a draft of a closing statement setting forth the adjustments to the purchase price made pursuant to this Section 2.3. The foregoing adjustments shall be calculated by the parties and any extensions and modifications thereofset forth on a Purchase Price adjustment schedule (the "Purchase Price Adjustment Schedule") which shall be signed by both parties at Closing. The Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of immediately available funds to an account designated in writing by Seller. On or about February 15, (ii) 1999, the existing mortgage is not now, and parties shall reconcile the actual amount of prorations that were estimated at Closing as well as the accrued but unvested vacation time of Closing will not beSeller's employees assumed by Purchaser hereunder that has actually vested with the estimated amounts thereof. To the extent that the actual amounts differ from the amounts estimated on the Purchase Price Adjustment Schedule or prorations or adjustments other than those reflected on the Purchase Price Adjustment Schedule are discovered after the Closing, in default, the parties agree to remit the correct amount of such items to the appropriate party as and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premiseswhen same are determined.

Purchase Price. (a) The purchase price is $ (a“Purchase Price”) On for the signing Receivables and the Related Rights shall equal the fair market value of this contract, the Receivables and the Related Rights as agreed by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, Transferor and the receipt Transferee at the time of which is hereby acknowledged, to purchase or acquisition. The Purchase Price shall not be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onadjusted or modified after the applicable purchase date. (b) To On the extent that any required payments are made on Closing Date, the existing mortgage between Transferor shall contribute Receivables and the date hereof and Closing which reduce Related Rights to the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingTransferee as a capital contribution. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser The Transferee shall pay the amount in Transferor the escrow account Purchase Price with respect to Seller at Closingeach non-contributed Receivable and the Related Rights purchased from the Transferor on the date of purchase thereof as set forth above by transfer of funds, to the extent that the Transferee has funds available for that purpose after satisfying the Transferee’s obligations under the Receivables Purchase Agreement and such payment is not prohibited under the Transaction Documents. (d) Seller To the extent the Transferee does not have funds available to pay the Purchase Price due on any day in cash, the Transferor shall deliver treat the Receivables and Related Rights (or portions thereof) allocable to Purchaser at Closing a certificate dated not more that 30 days before Closing signed the unpaid portion of the Purchase Price as having been irrevocably transferred by the holder Transferor to the Transferee as a capital contribution in return for an increase in the value of the existing mortgage, Transferor’s interest in form for recording, certifying the amount Capital Stock of the unpaid principalTransferee. Any such capital contribution of Receivables and Related Rights by the Transferor to the Transferee shall occur automatically without further action or notice by any Person. The Transferor may also, at its option in its sole discretion, contribute cash to the date Transferee in return for an increase in the value of the Transferor’s interest in the Capital Stock of the Transferee. The Transferee shall, and hereby does, accept all such capital contributions of Receivables, Related Rights and cash made by the Transferor from time to which interest has been paid time, and no further notice or acceptance of any such capital contribution shall be necessary. The Transferor and the amountsTransferee (or the Servicer on their behalf) shall each record on its respective books and records any capital contribution made by the Transferor to the Transferee promptly following its occurrence; provided that no failure to make or maintain such records or any inaccuracy therein shall derogate from the Transferee’s and its assigns’ right, if anytitle or interest in the Receivables, claimed Related Rights or cash contributed by the Transferee to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationTransferor. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (“Purchase Price”) for the Purchase Obligations will equal the sum of (a) On the signing outstanding ABL Obligations (excluding Excess ABL Obligations but expressly including any breakage costs actually incurred and all prepayment fees, deferred origination fees, exit and other fees in respect of this contract, by Xxxxxxxxx’s good check payable ABL Obligations (excluding Excess ABL Obligations)) that would be required to be paid to the Escrowee ABL Creditors if such ABL Obligations (as hereinafter defined), subject to collection, excluding Excess ABL Obligations) were prepaid on the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if anyPurchase Date, and with any balance of principal being due and payable on (b) To amounts according to the extent good faith estimate of the ABL Agent of contingent indemnity Obligations in respect of claims which are known to the ABL Agent or ABL Creditors and items the proceeds of which have been credited to the ABL Agent but such items are subject to a hold or have not yet been paid; provided, however, that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bwith respect to this Section 5.3(b), then the balance of the price payable at Closing under paragraph 3(d(i) any amount paid by Purchasers with respect to a contingency which does not occur (in its entirety or in part) shall be increased promptly repaid (to the extent of the non-occurring contingency) to the Purchasers upon occurrence of a good faith determination by the amount of payments of principal. Seller represents and warrants ABL Creditors that the amount shown such contingency has not occurred (in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assignedits entirety or in part), and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) any amount paid by Purchasers with respect to an item held or not paid but which is subsequently paid to the existing mortgage is not nowABL Agent or ABL Creditors, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage shall be promptly repaid to require its immediate payment in full or to change any other term Purchasers following receipt thereof by reason of the sale ABL Agent or conveyance of the PremisesABL Creditors.

Purchase Price. The purchase price is $ (a) On Subject to the signing terms and conditions set forth in this Agreement, Buyer agrees to purchase and acquire the Assets from Sellers for a purchase price of this contractfive million dollars (US$5,000,000), by Xxxxxxxxx’s good check payable to AMMS as set forth in Section 1.7(b) below (in the Escrowee (as hereinafter defined), subject to collectionaggregate, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on“Purchase Price”). (b) To the extent that any required payments are made The Purchase Price shall be payable on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(dDate as follows: (i) One million dollars (US$1,000,000) shall be increased payable by means of a cash payment by Buyer by wire transfer of immediately available funds to an account designated by Sellers; and (ii) a number of shares of Buyer Common Stock (“Delivered Shares”) equal to the quotient of (x) $4,000,000 divided by (y) the average of the closing sales prices of Buyer Common Stock as reported on the Nasdaq Capital Market on the five (5) consecutive trading days immediately prior to (but excluding) the Closing Date shall be delivered to AMMS (either by delivery of physical stock certificate in the name of AMMS or as otherwise agreed to by the amount of payments of principal. Seller represents and warrants that Parties). (iii) Buyer shall assume the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingAssumed Liabilities. (c) If there Sellers shall qualify as goods exporters for VAT purposes in relation to the transfer of the Assets and shall take all steps necessary to ensure that the delivery of the Assets to Buyer is treated as a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in dispatch or transportation of goods outside the European Community that case Purchaser shall pay the amount in the escrow account to Seller at Closingis exempt from any VAT. (d) Seller shall deliver The Purchase Price is exclusive of any customs duties in relation to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder import of the existing mortgageAssets into the United States. Should any customs duties apply, they shall be paid by Buyer in form for recording, certifying addition to the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationPurchase Price. (e) Seller represents and warrants that (i) Seller has delivered Subject to Purchaser true and complete copies the penalties provided in Article 1837 of the existing mortgageXxxxxx Xxxxxxx Tax Code, Seller and Buyer represent that the note secured thereby and any extensions and modifications thereof, (ii) Purchase Price specified herein is the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder entirety of the mortgage to require its immediate payment in full or to change any other term thereof by reason agreed price. They acknowledge that they have been informed of the sale or conveyance penalties which would be incurred in the event that this declaration is proven to be false and expressly undertake that this Agreement shall not be amended by any side letter increasing the Purchase Price. The Parties acknowledge and declare that they have agreed exclusively between themselves on the amount of the PremisesPurchase Price.

Purchase Price. The purchase price is $ (aFollowing the Closing Date, in the event the EPC Agreement Assignment has not occurred pursuant to Section 1.01(b) On and the signing of this contract, by Xxxxxxxxx’s good check payable Interconnection Electric Facilities have not been transferred pursuant to the Escrowee (as hereinafter definedSection 1.01(c), subject to collectionBuyer shall pay Seller for the Interconnection Electric Facilities in accordance with the timing and amounts (such amounts, in the aggregate, the receipt “Purchase Price”) set forth on Exhibit B attached hereto. With respect to any change order for the Interconnection Electric Facilities requested by Buyer, all costs and expenses of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) such change order shall be increased by the amount sole responsibility and liability of payments of principalBuyer. Seller represents and warrants that With respect to any other change orders for the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow accountInterconnection Electric Facilities, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true shall be responsible and complete copies liable for the first five percent (5%) of the existing mortgage, the note secured thereby aggregate costs and any extensions and modifications thereofexpenses of such change orders, (ii) Buyer shall be responsible and liable for the existing mortgage is not now, next five percent (5%) of the aggregate costs and at the time expenses of Closing will not be, in default, such change orders and (iii) Buyer and Seller shall evenly share responsibility and liability for all remaining costs and expenses of such change orders. Seller shall recalculate Exhibit B to reflect all costs and expenses of such change orders that Buyer is responsible and liable for and Seller shall update Exhibit B accordingly. On each “Payment Date” set forth on Exhibit B, Buyer shall pay Seller the existing mortgage does not contain any provision “Payment Amount” set forth on Exhibit B that permits corresponds to such “Payment Date”, by wire transfer of immediately available funds pursuant to wire transfer instructions provided by Seller to Buyer in advance of such “Payment Date”. For the holder avoidance of doubt, Buyer shall be responsible for all operation and maintenance expenses relating to the Interconnection Electric Facilities, including expenses relating to NERC reporting, maintenance of the mortgage Interconnection Electric Facilities pursuant to require its immediate payment in full or the Original Equipment Manufacturer (the “OEM”) manual, oil and fluid testing pursuant to change any other term thereof by reason the OEM specifications, and maintenance of the sale or conveyance fence and grounds of the PremisesInterconnection Electric Facilities.

Purchase Price. The purchase price is At the Closing, Purchaser will pay an aggregate amount (the "Unadjusted Purchase Price") for the Shares equal to $ (a) On the signing of this contract8,500,000, by Xxxxxxxxx’s good check payable plus an aggregate amount equal to the Escrowee Estimated Working Capital (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a 2.2) of the Real Property Law it may, instead Company as of the certificateClosing Date, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing minus the same information. (e) Seller represents and warrants that sum of the (i) Seller has delivered aggregate amount of fees and expenses incurred or to Purchaser true be incurred by the Company in connection with this Agreement and complete copies the consummation of the existing mortgagetransactions contemplated hereby, including without limitation any investment banking, brokers, finders, legal fees, or transfer taxes, conveyance and recording fees, documentary stamp taxes and all other similar charges (the note secured thereby "Company Expenses") and any extensions and modifications thereof, (ii) the existing mortgage gross amount of the Change of Control Payments. The Unadjusted Purchase Price is not nowsubject to certain post closing adjustments pursuant to Section 2.2 (as adjusted, and the "Purchase Price"). Of such Unadjusted Purchase Price, $475,000 (the "Escrow Deposit") shall be paid at the time Closing to Georxx Xxxox Xxxk, as escrow agent (the "Indemnification Escrow Agent"), to be held and distributed pursuant to the terms of the Indemnification Escrow Agreement to be executed by and among the Sellers, the Company, Purchaser and the Escrow Agent in the form of Exhibit A hereto (the "Indemnification Escrow Agreement") and the remainder of which shall be paid at the Closing will not beto the Sellers' Representative (as defined in Section 10.19), on behalf of the Sellers, in defaulteach case by wire transfer of immediately available funds. The Escrow Deposit shall include $50,000 (the "Environmental Escrow") for the purpose of indemnifying Purchaser against certain environmental liabilities identified in the Phase I Assessment (as defined in Section 4.2.23) pursuant to the terms of the Indemnification Escrow Agreement. For purposes of this Agreement, "Change of Control Payments" means all payments, other than payment of the Purchase Price, to which any officer, director, employee or stockholder of the Company is entitled to receive as a result of the transaction contemplated hereby. At least five business days prior to the Closing, the Sellers' Representative shall deliver to the Purchaser a true and correct schedule of all amounts included in clause (i) and (iiiii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason first sentence of the sale or conveyance of the Premisesthis Section 2.1.

Purchase Price. The purchase Purchase Price will be up to $700,000.00 (the “Gross Consideration”), consisting of the equivalent trading value of $560,000.00 of the Class A Common Shares of the Acquiror. The equivalent per share value assigned to each Class A Common Share to be issued shall be determined based on the final closing trading price on the date of the Closing (the “Share Consideration) plus additional cash consideration in the amount of $140,000.00 (the “Cash Consideration”) payable as outlined herein, plus the Stock Option Consideration, which Gross Consideration is $ payable as described herein. Provided however; the timing of issuance, the pricing, and the number of shares to be authorized and issued as Share Consideration shall also be determined in accordance with the various regulations restricting the issuance of shares by a public company, including but not limited to, any restrictions imposed by the Securities Exchange Commission (athe “SEC”), the OTC Exchange (or any subsequent stock exchange as applicable) On (the signing “Exchange”) and any other regulatory authorities as appropriate. Further, the Acquiror will provide the equivalent of this contractup to an additional ten (10%) percent of the total Share Consideration to employees of the Seller (as determined on the Closing Date) in the form of a grant of stock option shares, by Xxxxxxxxx’s good check payable also subject to the Escrowee terms and conditions of the Acquiror’s approved Stock Option Plan and any restrictions imposed by the SEC, the Exchange and any other regulatory authorities as appropriate (the “Stock Option Consideration”). Subject to any restrictions imposed by the SEC, the Exchange and any other regulatory authorities, the number of shares issuable as hereinafter definedShare Consideration shall be based on the final closing trading price of the Acquiror’s shares on the date of the Closing. The Share Consideration shall be specifically subject to the further Lock-Up restrictions outlined below in Section 3.1(c) and elsewhere in this Agreement. The Cash Consideration shall be payable in two (2) equal instalments of seventy thousand ($70,000.00) dollars (each a “Cash Instalment”). The first instalment of seventy thousand ($70,000.00) dollars shall be paid by the Acquiror to the Seller at the Closing (the “First Cash Instalment”). The second instalment of seventy thousand ($70,000.00) dollars shall be paid by the Acquiror to the Seller on the date that is six (6) months subsequent to the Closing (the “Second Cash Instalment”). The number of shares issuable as Stock Option Consideration shall also be based on the final closing trading price of the Acquiror’s shares on the date of the Closing. Each qualified employee of the Seller that is determined to be eligible participate in the Acquiror’s stock option plan shall receive their allocated portion of the Stock Option Consideration at the Closing, subject to collectionthe pricing, vesting, and other terms of the Acquiror’s stock option plan and further subject to any restrictions imposed by the SEC, the receipt of which is hereby acknowledgedExchange and any other regulatory authorities as appropriate For clarity, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance sum of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principalCash Consideration, the date to which interest has been paid Share Consideration and the amounts, if any, claimed to be unpaid for principal and interest, itemizing Stock Option Consideration is collectively known as the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationGross Consideration. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The cash portion of the signing purchase price for the Premises shall be payable by cashier's check or wire transfer of this contract, by Xxxxxxxxx’s good check immediately available funds to or at the direction of Landlord and will be payable in full on or before the scheduled closing date. In addition to the Escrowee cash portion of the purchase price, as of the closing Tenant shall either repay in full all mortgage loan(s) secured by the Premises, and any other loan secured by the Letter of Credit (if separate from such mortgage loan(s)) , other than those that are Unpermitted Financing (the "Existing Loans") (including, without limitation, any prepayment or "breakage" fees or similar charges) or assume the Existing Loans, and in any case Tenant will cause the lender(s) to release Landlord and its Affiliates as hereinafter definedof the closing from all Liabilities in connection with the Existing Loans and Tenant shall indemnify and hold Landlord and its Affiliates harmless from all further Liabilities in connection with the Existing Loans. In addition to the purchase price, Tenant shall pay all closing costs of any type (other than Landlord's attorneys' fees and costs), subject to collectionincluding, the receipt of which is hereby acknowledgedwithout limitation, to be installments of $ which include principal, interest and escrow amounts, commissions (if any) and the costs of deed stamps and documentary and transfer taxes and fees, surveys, title insurance, escrows, recording and with any balance other similar fees and costs. Base rent will be prorated between the parties as of principal being due and payable onthe closing date, but there will be no other prorations or adjustments. (b) To The cash portion of the extent that purchase price for the Premises shall be never be less than zero, but otherwise shall be equal to the following amounts: (i) For the first (1st) Purchase Option, an amount equal to:(x) ten (10) times the "Current Base Rent Amount" (defined below); less (y) the "Existing Mortgage Balance" (as defined below). The "Current Base Rent Amount" means the scheduled annual base rent payable under this Lease as of the date of closing, without any required payments are made deductions, offsets or abatements of any type, and including, without limitation, scheduled annual base rent payable in connection with any other space leased or agreed to be leased from Landlord in a new building or new buildings, or an enlargement of the Building, on the existing mortgage between Premises. If an agreement has been entered into to lease such other space or a right to lease such other space has been exercised prior to closing but the date hereof and Closing which reduce full base rent applicable thereto has not commenced or cannot be accurately determined as of the unpaid principal amount thereof below the amount shown in paragraph 3(b)closing, then the scheduled annual base rent applicable to that Purchase Option shall be reasonably estimated by Landlord. (As a hypothetical example, if the scheduled annual base rent at the closing is $2,352,900.00, the Current Base Rent Amount for the first (1st) Purchase Option would be $23,529,000.00.) The "Existing Mortgage Balance" means the outstanding principal balance (not including any prepayment or "breakage" fees or similar charges) as of the price payable at Closing closing date under paragraph 3(d) shall be increased by the amount an exercised Purchase Option of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingany Existing Loans. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is BAC shall, in consideration of the execution of the Leases, pay and/or deliver to Host Funding the sum of $460,625.00 (the "Lease Rights Acquisition Fee"), as follows: (a) On BAC's delivery to Host Funding of the signing sum of this contract$179,828.00 in cash or other immediately available funds (the "Cash Portion of the Lease Rights Acquisition Fee") upon the date the Leases are fully executed by all parties thereto; provided, Host Funding acknowledges and agrees that the actual Cash Portion of the Lease Rights Acquisition Fee to be delivered to Host Funding is $179,828.00 LESS the approximate sum of $112,900.00 (approximate net sum to be delivered by Xxxxxxxxx’s good check payable BAC, Lessee and/or Host Funding to CHTC pursuant to the Escrowee (Termination Agreement; and, provided further, Host Funding acknowledges and agrees that a $36,850.00 portion of the Cash Portion of the Lease Rights Acquisition Fee may, in lieu of delivery of same to Host Funding, be used as hereinafter defined), subject working capital with respect to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onHotel Properties; (b) To BAC's delivery to Host Funding of a promissory note (the extent that any required payments are made "Lease Acquisition Finance Note"), in the original principal amount of $78,122.00, executed by BAC, payable to Host Funding, bearing no interest prior to maturity, maturing on the existing mortgage between first anniversary of the effective date of the Leases, and otherwise upon such terms and conditions as are reasonably acceptable to BAC and Host Funding (the "Finance Note Portion of the Lease Rights Acquisition Fee"), upon the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased Leases are fully executed by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.all parties thereto; and (c) If there is a mortgagee escrow accountBAC's delivery to Host Funding, Seller shall assign it within fifteen (15) days after the date the Leases are fully executed by all parties thereto, of the number of unregistered shares of the common stock of BAC having an aggregate value of $147,400.00 (the "BAC Stock"), for the purposes hereof the value of the BAC Stock to Purchaser, if it can be assigneddeemed to be the average selling price for the common stock of BAC as reported on NASDAQ for the period of time beginning ten (10) days prior to the date the Leases are fully executed by all parties thereto, and in that case Purchaser shall pay ending ten (10) days after said date (the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder "BAC Stock Portion of the existing mortgageLease Rights Acquisition Fee"). With respect to the Lease Rights Acquisition Fee, in form for recording, certifying Host Funding acknowledges and agrees that BAC shall receive a $55,275.00 credit (the amount "$55,275.00 Portion of the unpaid principalLease Rights Acquisition Fee") against same for legal, accounting and other professional fees incurred by BAC incident to the transactions described herein. Further, BAC and Host Funding agree that, as among the Hotel Properties and the Leases, the date to which interest has been paid Lease Rights Acquisition Fee shall be allocated as set forth on EXHIBIT A attached hereto and the amounts, if any, claimed to be unpaid incorporated herein by reference for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationall purposes. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On In consideration of the signing sale, transfer, assignment, conveyance and delivery by Seller and the Selling Subsidiaries of this contractthe Purchased Assets to Buyer, by Xxxxxxxxx’s good check payable and in addition to assuming the Assumed Liabilities, Buyer shall pay to Seller at the Closing, Two Billion Five Hundred Twenty-Five Million U.S. Dollars ($2,525,000,000.00) (subject to the Escrowee adjustments contemplated by Section 2.3(b) and Section 8.5, the "Purchase Price") in cash (as hereinafter defined), subject to collection, the receipt terms of which is hereby acknowledged, the Financing Agreement) by wire transfer of immediately available funds to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onan account designated by Seller's written instructions to Buyer at least two (2) Business Days prior to Closing. (b) To the extent that any required payments are made on the existing mortgage If between the date hereof and the Closing which reduce Date there is any loss, destruction or other physical damage to any real property or personal property (other than substantially immaterial personal property) to be included in the unpaid principal amount thereof below the amount shown in paragraph 3(bPurchased Assets at Closing resulting from a fire, accident or other casualty, whether or not insured, or any taking of any such real property by condemnation (collectively, a "Business Loss"), then the balance Seller shall promptly give notice to Buyer of such Business Loss. The Purchase Price shall be reduced by an amount equal to a binding estimate to be obtained by Seller from a qualified construction contractor or other expert reasonably satisfactory to Buyer of the price payable at Closing under paragraph 3(d) shall be increased by cost required for such contractor or expert on a fixed-bid basis to restore such real property or personal property substantially to its condition prior to such Business Loss or the reasonably estimated value of Seller's or the Selling Subsidiary's or Transferred Entity's interest in any condemned real property, less the aggregate amount of payments of principalInsurance Proceeds paid over or assigned to Buyer in respect thereof on or prior to the Closing Date. Seller represents and warrants that shall also assign to Buyer at the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by Closing the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it right to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amountsany business interruption Insurance Proceeds, if any, claimed received by Seller or any Selling Subsidiary with respect to be unpaid for principal and interest, itemizing such Business Loss applicable to periods subsequent to the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The aggregate purchase price for the signing of this contract, by Xxxxxxxxx’s good check payable Receivables sold on any date shall be such amount as agreed upon prior to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, such date between Originator and Buyer to be installments the fair market value of $ such Receivables on such date, which include principal, interest and escrow amounts, if any, and with any shall equal the excess of the (i) estimated aggregate outstanding balance of principal being due such Receivables over (ii) an amount agreed upon by Buyer and payable onOriginator representing the uncertainty of payment and cost of purchase of such Receivables. (b) On the Initial Funding Date, Buyer shall pay Originator in cash the purchase price for the Receivables sold on that date. On each Business Day after the Initial Funding Date on which Originator sells any Receivables to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables under Section 6 hereof, Buyer shall pay to Originator a portion of the purchase price of such Receivables by depositing into such account as Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the “Available Funds”) and provided that Originator has paid all amounts then due by Originator hereunder. On each Settlement Date, the Collection Agent shall calculate the amount of the purchase price remaining to be paid by deducting from the purchase price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be identified in the Periodic Report for such Settlement Period. To the extent that any required payments are made on the existing mortgage between Available Funds were insufficient to pay the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown purchase price then due in paragraph 3(bfull (an “Available Funds Shortfall”), then the balance remaining portion of the such purchase price payable at Closing under paragraph 3(d) shall be increased paid by increasing the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the principal amount of the unpaid principalSubordinated Note, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder effective as of the existing mortgage is a bank or other institution as defined in Section 274-a last day of the Real Property Law it may, instead related Settlement Period in an amount equal to the lesser of (A) such Available Funds Shortfall and (B) an amount that would not cause the aggregate outstanding principal amount of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing Subordinated Note to exceed the same information. (e) Seller represents and warrants Maximum Subordinated Note Balance. To the extent that Collections received during any Settlement Period exceed the sum of (i) Seller has delivered to Purchaser true and complete copies of the existing mortgagePurchase Price payable for Receivables generated during such Settlement Period, the note secured thereby and any extensions and modifications thereof, plus (ii) amounts for which such Collections are required to be applied for such Settlement Period pursuant to the existing mortgage is not nowSecond Tier Agreement, and at such excess shall be treated as a reduction in the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder principal amount of the mortgage to require its immediate payment in full or to change any other term thereof by reason Subordinated Note, effective as of the sale or conveyance last day of the Premisesrelated Settlement Period, and, if the principal amount of the Subordinated Note is zero, such excess shall be refunded to the Buyer. Originator shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect payments by the Buyer thereon and Originator’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Subordinated Note. Originator shall return the Subordinated Note to the Buyer upon the final payment thereof after the termination of this Agreement pursuant to its terms.

Purchase Price. The purchase price is for the Assets (the "Purchase Price") shall be $15,885,420 million as adjusted as follows: (a) On The amount of the signing of this contract, purchase price shall be increased by Xxxxxxxxx’s good check payable (i) all Property Taxes accruing with respect to the Escrowee Assets after the Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases that pertain to periods after the Closing; (iii) any other prepaid expenses pertaining to the Business (such as hereinafter definedtelephone expenses, advertising expenses, utility charges, and the like) to the extent that the same will benefit Purchaser after the Closing; (iv) an amount equal to Seller's cost of those Assets consisting of food, beverage (including beer, wine, and liquor), subject new uniforms, paper, and supplies inventory as determined by the parties' joint inventory at the close of business on the day prior to collectionthe Closing Date provided that the cost of such inventory shall not exceed $15,000 per restaurant; and (v) if the Purchaser elects to acquire the development sites for new restaurants set forth in Schedule 4.7 (the "Development Sites"), the receipt amount of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onSeller's Development Costs. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the The amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to purchase price shall be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed decreased by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered all Property Taxes accruing with respect to Purchaser true the Assets prior to the Closing that are due and complete copies payable after the Closing and that have not been paid as of the existing mortgage, the note secured thereby and any extensions and modifications thereofClosing, (ii) all amounts payable under the existing mortgage is Contracts and Leases that pertain to periods before the Closing but are due and payable after the Closing and that have not now, and at been paid as of the time of Closing will not be, in defaultClosing, and (iii) the existing mortgage does not contain any provision that permits the holder cost of unused vacation accrued but unvested as of the mortgage Closing Date by ADI Personnel hired by Hospitality the cost of which is being assumed by Purchaser pursuant to require its immediate payment in full or to change any other term thereof by reason Section 6.3(c). (c) The amount of the sale purchase price shall be further adjusted to reflect any expense paid by one party which the other party has agreed to pay or conveyance share pursuant to Section 10.1 or otherwise pursuant to this Agreement. (d) Notwithstanding the foregoing, the parties agree that with respect to Property Taxes, such Property Taxes shall be prorated between Seller and Purchaser in accordance with the amount of Property Taxes due for the Premisessame period in 1997, as set forth in the taxes bills received by Seller from the relevant governmental authorities. The parties agree to make any adjustments necessary to ensure that the Property Taxes have been allocated in accordance with clauses (a)(i) and (b)(i) above as soon as practicable upon receipt of bills received from the relevant governmental authorities, for Property Taxes due with respect to the Assets for 1998. The foregoing adjustments shall be calculated by the parties and set forth on Exhibit B which shall be signed by both parties at Closing. The Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of immediately available funds to an account designated by Seller and shall be received by Seller in such designated account no later than 4:00 p.m. Eastern Time on the Closing Date.

Purchase Price. The aggregate purchase price is $(the "Purchase Price") to be paid by the Buyer for the Acquired Assets shall be the sum of: (a) On the signing of this contract, by Xxxxxxxxx’s good check $7,000,000 payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable cash at Closing under paragraph 3(d) shall be increased from the Buyer by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank wire transfer or other institution as defined in Section 274-a delivery of immediately available funds to Sellers (the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e"Cash Purchase Price") Seller represents and warrants that LESS (i) Seller has delivered a cash amount equal to Purchaser true the aggregate sum of all deferred revenue obligations and complete copies obligations to refund advance payments made to the Sellers which are required to be returned due to nonperformance under Assigned Contracts and Leases, which deferred revenue obligations and nonperformance refunds, net of any Unearned Receivables, are set forth on SCHEDULE 1.3(A)(I) and relate to contracts or leases assigned to Buyer (the existing mortgage, the note secured thereby and any extensions and modifications thereof"Deferred Revenue Adjustment"), (ii) an amount equal to the existing mortgage aggregate sum of the value of any equipment or other property which is the subject of an Assigned Contract or Lease (including, without limitation any debt or lease financing) which cannot nowbe located and provided to the Buyer at Closing that is in excess of $50,000 (for purposes of this clause, the "value" of such property which cannot be located shall equal the aggregate amounts of principal which are or may become due and owing under the applicable Assigned Contract or Lease for such unlocated equipment or property throughout the term of the such Assigned Contract or Lease plus the amount of any cost or expense which is required to be paid or incurred to purchase the unlocated equipment or property at the time termination of Closing will not bethe applicable Assigned Contract or Lease; in the case of equipment or property which is the subject of debt financing, in defaultthe "value" shall be the aggregate amount of such outstanding debt financing, together with all interest and other charges due or payable thereunder as of the Closing, which is allocable to such equipment or property on a pro rata basis as compared to all equipment and property financed under such debt financing), and (iii) an amount equal to any and all amounts of principal owing to and the existing mortgage does not contain amount of any provision that permits cost or expense which is required to be paid or incurred to purchase from, whether at Closing or in the holder future, lessors under the leases described on Schedule 1.3(a)(iii) hereto. The Buyer has agreed to provide DIP financing to the Sellers under a Debtors in Possession Financing Agreement to be entered into upon approval by the Bankruptcy Court (the "DIP Loan Agreement"); all Indebtedness (as defined in the DIP Loan Agreement) incurred by the Sellers under the DIP Loan Agreement and outstanding immediately prior to the Closing shall be a credit against the Cash Purchase Price; (b) $13,000,000 in the common stock of the mortgage to require its immediate payment in full or to change any other term thereof Buyer; payable by reason delivery of 1,516,667 shares of restricted common stock, $.01 par value per share, of the sale or conveyance Buyer (the "Shares"); (c) up to $5,000,000 in cash which is contingent upon and calculated pursuant to the terms and provisions of the Premisesearnout set forth in Section 1.8 of this Agreement; (d) reimbursement to the Sellers of payments to be made to critical employees accordance with an employee retention program set forth in Section 1.7 of this Agreement; and (e) the assumption by the Buyer at Closing of the obligations of the Sellers arising after the Closing Date under the Assigned Contracts and Leases set forth in Section 1.2(a) hereof; provided, however, that (x) if the amount calculated pursuant to subsection (a)(ii) above (the "Calculated Amount") is less than or equal to $200,000, then such amount will be deducted from the Purchase Price by reducing the number of Shares to be delivered pursuant to subsection (b) above by an amount equal to such amount divided by $8.571 per share (rounded up to the nearest whole share) and (y) if Calculated Amount exceeds $200,000, then such amount will be deducted from the Purchase Price by (1) first reducing the number of Shares to be delivered pursuant to subsection (b) above by an amount equal to $200,000 divided by $8.571 per share (rounded up to the nearest whole share) and (2) thereafter, by further reducing the amount of cash payable under subsection (a) above by the amount which the Calculated Amount exceeds $200,000.

Purchase Price. The aggregate purchase price is (the “Purchase Price”) for the Acquired Assets payable by Buyer and Parent, including the Assigned Contracts, shall be equal to $6,000,000, consisting of the following: (a) On $2,500,000 (the signing “Cash Amount”), payable at the Closing via wire transfer of this contract, by Xxxxxxxxx’s good check immediately available funds. The Cash Amount payable to the Escrowee Company shall be reduced by: (i) any payments made in connection with the release of the Liens outstanding as of the Closing pursuant to Section 1.01(d), (ii) any payments made in connection with the payoff of liabilities outstanding as of the Closing pursuant to Schedule 1.02(a), (iii) any Initial Working Capital Adjustment (as hereinafter defineddefined below) (if less than $0), subject to collection, and (iv) the receipt amount by which the cash portion of which the Acquired Assets is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onless than the Minimum Cash Amount. (b) To $500,000 (the “Escrow Amount”), deposited at the Closing via wire transfer of immediately available funds with Xxxxx Fargo Bank, National Association, a national banking association organized under the laws of the United States, as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent for no less than eighteen (18) months after the Closing Date (subject to and to the extent there are no pending claims thereunder); provided, that any required payments a portion of the Escrow Amount equal to the outstanding Accounts Receivable relating to retentions shall not be released from escrow until such Accounts Receivable relating to retentions have either been paid to Buyer in accordance with their terms or offset against the Escrow Amount if not paid to Buyer in accordance with their terms, in each case, pursuant to the terms and conditions of an Escrow Agreement, dated as of even date herewith, among the Escrow Agent, the Parent, and the Seller Group, in the form set forth on Exhibit 1.03(b). In the event that such Accounts Receivable relating to retentions are made on paid to Buyer subsequent to the existing mortgage between eighteen (18) month anniversary after the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)Date, then such amount shall promptly thereafter be released from escrow to the balance of the price payable at Closing under paragraph 3(d) Seller Group. The Escrow Amount shall be increased subject to any claims for indemnification that Buyer asserts pursuant to the terms of this Agreement or (at the election of Parent) for offset by the amount of payments of principal. Seller represents Parent for the adjustments set forth in Sections 1.04(c) and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing1. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ If Seller shall be in default of its obligation under this Agreement (a) On in contrast to Seller's inability to perform any of the signing of conditions precedent described above and elsewhere in this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter definedAgreement which shall not constitute a default), subject to collection, Purchaser shall have only the receipt of which is hereby acknowledged, following options as its sole and exclusive remedy for said default to be installments exercised by written notice to Seller on or prior to Closing Date: (aa) to terminate this Agreement and obtain a return of $ which include principalthe Deposit, interest whereupon this Agreement shall become null and escrow amountsvoid and of no further force or effect, except that if any, the default of Seller shall be of such a nature as to be willful and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown wanton in paragraph 3(b)conduct, then the balance of the price payable at Closing under paragraph 3(d) Purchaser also shall be increased by entitled to receive from Seller the sum of $75,000 as and for full, final and agreed upon liquidated damages (the parties hereto hereby acknowledge that the amount of payments such damages are otherwise incapable of principalascertainment) or (bb) to obtain a return of the Deposit and seek specific performance of this Agreement. Seller represents and warrants that the amount shown in paragraph 3(bIf Purchaser does not file suit for Specific Performance within six (6) is substantially correct and agrees that only payments required by the existing mortgage months of Seller's alleged default, it will be made between conclusively presumed that Purchaser has elected the date hereof and Closing. (c) option set forth in Section 8.1(b)(aa). Purchaser's failure to give such written notice on or prior to the time described above, shall be conclusive evidence that all such conditions precedent to Purchaser's obligations to Close have been satisfied. If there this Agreement is a mortgagee escrow accountterminated pursuant to this Section 8.1(b), Seller the Deposit shall assign it promptly be returned to Purchaser, if it can and all other funds and documents theretofore delivered hereunder or deposited in escrow by either party shall be assigned, promptly returned to such party. The rights and remedies granted to the Purchaser in that case this Section 8.1(b) are the sole rights and remedies available to the Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to event of Seller's default of its obligations under this Agreement and Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change hereby waives any other term thereof by reason of the sale rights it may have at law (including claims for any tortious conduct it may allege against Seller) or conveyance of the Premisesin equity.

Purchase Price. (a) The aggregate purchase price for the Receivables originated by an Originator sold on the Initial Funding Date shall be the Purchase Price. The purchase price is $ (a) On for Receivables subsequently sold during any Settlement Period shall be calculated in accordance with the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onPurchase Price then in effect. (b) To On the Initial Funding Date, Buyer shall pay each Originator the purchase price for the Receivables originated by it sold on that date. On each Business Day after the Initial Funding Date on which an Originator sells any Receivables originated by it to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables under Section 6 hereof, Buyer shall pay to such Originator the purchase price of such Receivables (i) by depositing into such account as such Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the "Available Funds") and provided that such Originator has paid all amounts then due by such Originator hereunder or (ii) by increasing the principal amount owed to such Originator under a promissory note (as amended or modified from time to time, each a "Subordinated Note" and collectively the "Subordinated Notes") executed and delivered by Buyer to the order of such Originator as of the Initial Funding Date; provided, however, that the Buyer may not increase the principal amount owed under a Subordinated Note if, as a result thereof (and after giving effect thereto), the Buyer's net worth (calculated after giving effect to all such purchases and all outstanding Subordinated Notes) would be less than three percent (3%) of the aggregate Outstanding Balance of Receivables at such time. The outstanding principal amount owed to an Originator under the related Subordinated Notes may be reduced from time to time as provided in Section 3.2 hereof or by payments made by Buyer from Available Funds, provided that such Originator has paid all amounts then due to Buyer by such Originator hereunder. Each Originator shall make all appropriate record keeping entries with respect to amounts due to such Originator under the related Subordinated Notes to reflect payments by Buyer thereon and increases of the principal amount thereof, and such Originator's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Originator under the related Subordinated Notes. Each Originator, by accepting the proceeds of the Purchase Price for a sale of Receivables, shall be deemed to have certified to the Buyer the satisfaction of all conditions precedent to such sale, and title to the Receivables included in such sale shall vest in the Buyer regardless of whether the conditions precedent have in fact been satisfied. All amounts to be paid by the Buyer to an Originator hereunder shall be paid in accordance with the terms hereof no later than 12:00 p.m. (New York time) on the date when due in immediately available funds to such accounts as the Originator may from time to time specify in writing. Payments received by an Originator after such time shall be deemed to have been received on the next Business Day. In the event that any required payments are payment becomes due on a day which is not a Business Day, then such payment shall be made on the existing mortgage between next succeeding Business Day. The Buyer shall, to the extent permitted by law, pay to each Originator, on demand, interest on all amounts not paid when due hereunder at 2% per annum above the Prime Rate in effect on the date hereof and Closing which reduce such payment was due; provided, however, that such interest rate shall not at any time exceed the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance maximum rate permitted by applicable law. All computations of the price interest payable at Closing under paragraph 3(d) hereunder shall be increased by made on the amount basis of payments a year of principal. Seller represents and warrants that 360 days for the amount shown in paragraph 3(bactual number of days (including the first but excluding the last day) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingelapsed. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The consideration for the signing purchase of this contractthe Asset shall be $50,500,000 (the “Purchase Price”), which shall be paid by Xxxxxxxxx’s good check payable the Buyer to the Escrowee (Seller at the Closing in immediately available funds by wire transfer to such accounts or accounts that the Seller shall designate to the Buyer; provided that such amount shall be reduced by the Exxxxxx Money and adjusted for Closing adjustments and credits provided for in Article X and elsewhere in the Agreement and the Interstate Payment as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable ondescribed in Article X below. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) No adjustment shall be increased by made to the amount of payments of principal. Seller represents and warrants that the amount shown Purchase Price except as explicitly set forth in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingthis Agreement. (c) If there is The Seller and the Buyer agree that the Purchase Price shall be allocated among the Assets as determined by agreement of the parties prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code. The Buyer shall, within 10 days after the date of this Agreement, prepare and deliver to the Seller for its review a mortgagee escrow accountschedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of the purchase price) among the Assets (such schedule, the “Allocation”). The Seller shall assign it review such Allocation and provide any objections to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in Buyer within 10 days after the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificatereceipt thereof. If the holder of Seller raises any objection to the existing mortgage is a bank or other institution as defined Allocation, the parties hereto will negotiate in Section 274-a of good faith to resolve such objection(s). Upon reaching an agreement on the Real Property Law it mayAllocation, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing Buyer and the same information. (e) Seller represents and warrants that shall (i) Seller has delivered to Purchaser true and complete copies cooperate in the filing of any forms (including Form 8594 under Section 1060 of the existing mortgageCode) with respect to the Allocation as finally resolved, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the note secured thereby Purchase Price and any extensions and modifications thereof, (ii) shall file all federal, state and local tax returns and related tax documents consistent with such allocation, as the existing mortgage is not nowsame may be adjusted pursuant to Section 9.1 or any other provisions of this Agreement. Notwithstanding the foregoing, and at if, after negotiating in good faith, the time of Closing will not beparties hereto are unable to agree on a mutually satisfactory Allocation, in default, and (iii) the existing mortgage does not contain any provision that permits the holder each of the mortgage to require Buyer and the Seller shall use its immediate payment in full or to change any other term thereof by reason own allocation for purposes of the sale or conveyance of the Premisesthis subsection 2.2(c).

Purchase Price. The purchase price consideration for the sale and transfer of the Property is the sum of TWO MILLION TWO HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED and 00/100 ($2,262,500.00) DOLLARS payable as follows: (a) On Before or upon the signing of this contractAgreement, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, subject to be installments of collection; $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on50,000.00 (b) To Upon the extent that any required payments delivery of the deed, by certified check or official bank check drawn on a bank which is a member of the New York Clearing House, or the proceeds of which are immediately available to Seller at a local bank; $ 2,212,500.00 -------------- TOTAL $ 2,262,500.00 ============== Any down payment made on hereunder shall be paid to the existing mortgage between Seller's attorney who shall hold the date same in escrow subject to the terms and conditions hereof and Closing which reduce release same to Seller upon the unpaid principal amount thereof below satisfaction of all contingencies stated herein or default by Purchaser, whichever shall first occur. Any other deposits held by other parties shall immediately be forwarded to Seller's attorney to be held in escrow under the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principalsame conditions. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee dispute as to the deposit the escrow account, Seller shall assign it to Purchaser, if it can be assigned, agent may commence an interpleader action and in that case Purchaser shall pay the amount in deposit into court whereupon the escrow account to Seller at Closing. (d) Seller agent shall deliver to Purchaser at Closing a certificate dated be relieved of all further obligation. Mortgage company checks or similar holding company checks, unless certified, DO NOT represent immediate funds and will not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and accepted at the time of Closing closing. Trustee checks are NOT satisfactory funds for any payment required by this Agreement at the time of closing. In the event SELLER or his attorney accepts PURCHASER's attorney's trustee check in lieu of other funds, PURCHASER and PURCHASER's attorney agree that no stop payment order will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage be issued with respect to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.such check(s)

Purchase Price. The purchase price is for the Assets (the "Purchase Price") shall be $11,700,000 (provided, however, that if the Closing occurs on or prior to April 2, 1999, the Purchase Price shall be $11,500,000) adjusted as follows: (a) On The amount of the signing of this contract, purchase price shall be increased by Xxxxxxxxx’s good check payable (i) all Property Taxes accruing with respect to the Escrowee Assets after the Closing that have been paid by Seller prior to Closing; (ii) all amounts paid by Seller under the Contracts and Leases with respect to periods after the Closing; (iii) any other prepaid expenses pertaining to the Business (such as hereinafter definedtelephone expenses, advertising expenses, utility charges, and the like) to the extent that the same cover periods after the Closing; and (iv) an amount equal to Seller's cost of those Assets consisting of food, beverage (including beer, wine, and liquor), subject to collectionnew uniforms, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if anypaper, and with any balance supplies inventory as determined by the parties' joint inventory at the close of principal being due and payable onbusiness on the day prior to the Closing Date. (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the The amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to purchase price shall be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed decreased by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered all Property Taxes accruing with respect to Purchaser true the Assets prior to the Closing that are due and complete copies payable after the Closing and that have not been paid as of the existing mortgage, the note secured thereby and any extensions and modifications thereofClosing, (ii) all amounts payable under the existing mortgage is Contracts and Leases that pertain to periods before the Closing but are due and payable after the Closing and that have not now, and at been paid as of the time of Closing will not be, in defaultClosing, and (iii) the existing mortgage does not contain any provision that permits the holder estimated cost of vacation accrued but unvested as of the mortgage Closing Date by ADI Personnel hired by Purchaser the cost of which is being assumed by Purchaser pursuant to require its immediate payment in full or to change any other term thereof by reason Section 6.3(c). (c) The amount of the sale purchase price shall be further adjusted to reflect any expense paid by one party which the other party has agreed to pay or conveyance share pursuant to Section 10.1 or otherwise pursuant to this Agreement. The foregoing adjustments shall be calculated by the parties and set forth on a Purchase Price adjustment schedule (the "Purchase Price Adjustment Schedule") which shall be signed by both parties at Closing. The Purchase Price shall be paid by Purchaser on the Closing Date by wire transfer of immediately available funds to an account designated by Seller. As soon as possible after the PremisesClosing (but not later than the first anniversary thereof), the parties shall reconcile the actual amount of prorations that were estimated at Closing as well as the accrued but unvested vacation time of Seller's employees assumed by Purchaser hereunder that has actually vested with the estimated amounts thereof. To the extent that the actual amounts differ from the amounts estimated on the Purchase Price Adjustment Schedule or prorations or adjustments other than those reflected on the Purchase Price Adjustment Schedule are discovered after the Closing, the parties agree to remit the correct amount of such items to the appropriate party as and when same are determined.

Purchase Price. The purchase price is $ (a) On In consideration for the signing of this contractAcquired Assets, by Xxxxxxxxx’s good check payable the Purchaser shall, in addition to the Escrowee assumption of the Assumed Liabilities, pay (i) to the Seller at the Closing the sum of Forty-one Million Two Hundred and Seventy Thousand Dollars ($41,270,000) and (ii) to the Escrow Agent Five Million Dollars ($5,000,000) (such sum of clauses (i) and (ii) being referred to as hereinafter definedthe “Unadjusted Cash Purchase Price”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Seller and the Escrow Agent, as the case may be. The Unadjusted Cash Purchase Price, as it may be adjusted pursuant to Section 1.6(b) and Section 1.7, shall be referred to as the “Cash Purchase Price” under this Agreement. The Escrow Agent shall, immediately upon the final determination of the Working Capital Statement as determined in accordance with Section 1.7(d), subject pay the funds to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onSeller and/or the Purchaser as set forth in the Escrow Agreement. (b) To In the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants event that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed total proceeds received or to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that received from (i) Seller any Tangible Personal Property which was owned by the Seller, the Selling Subs or the Transferred Subs at August 31 ,2001 that has delivered to Purchaser true and complete copies been transferred or disposed outside of the existing mortgageordinary course of business (i.e., Tangible Personal Property that was transferred or disposed of pursuant to a Bankruptcy Court order or which should have been transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the note secured thereby Closing Date and any extensions and modifications thereof, (ii) any real property owned by the existing mortgage is not nowSeller, and the Selling Subs or the Transferred Subs at the time August 31, 2001 that has been transferred or disposed of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder outside of the mortgage ordinary course of business or that is subject to require its immediate payment in full an agreement to be transferred outside of the ordinary course (i.e., real property that was transferred or disposed of or to change any other term thereof be transferred or disposed of pursuant to a Bankruptcy Court order or which should have been or should be transferred or disposed of pursuant to a Bankruptcy Court order) after August 31, 2001 until the Closing Date, are in excess of One Million Dollars ($1,000,000), the Unadjusted Cash Purchase Price shall be reduced by reason of the sale or conveyance of the Premisessuch excess.

Purchase Price. The In consideration of the sale and transfer of the Shares, at the Closing, the Buyer shall pay or cause to be paid to the Stockholders, in accordance with their Respective Portions, an aggregate purchase price is equal to Nine Million Three Hundred Fifty-One Thousand One Hundred Eighty-Six Dollars ($ 9,351,186), minus (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest any and escrow amounts, if any, all Selling Expenses and with any balance of principal being due and payable on (b) To the extent that any required payments are made Holdback Amount (the foregoing computation being referred to in this Agreement as the “Purchase Price”), via wire transfer of immediately available funds to the respective accounts designated by the Stockholders. Subject to the terms of Article VII and Section 5.6 below, on the existing mortgage between eighteen (18) month anniversary of the date hereof and Closing which reduce Closing, the unpaid principal amount thereof below Buyer shall pay or cause to be paid to each Stockholder its Respective Portion of the Holdback Amount, less the amount shown required to satisfy any then-unresolved Claim(s) made by the Buyer Indemnified Parties in paragraph 3(b)accordance with the terms of Article VII or Section 5.6 below, then via wire transfer of immediately available funds to the balance respective accounts designated by the Stockholders. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction with respect to any such Claim(s) and the expiration of the price payable at Closing under paragraph 3(dtime in which to appeal therefrom, or a settlement of any such Claim(s) shall have been consummated, the Buyer shall be increased by entitled to retain from the remaining Holdback Amount the amount of payments Damages so awarded or agreed-upon, and shall thereafter pay or cause to be paid to each Stockholder its Respective Portion of principal. Seller represents and warrants that any remaining portions of the Holdback Amount (less the amount shown in paragraph 3(brequired to satisfy any other Claim(s) is substantially correct and agrees that only payments required have not then been finally determined or settled), via wire transfer of immediately available funds to the respective accounts designated by the existing mortgage will Stockholders. Simple interest shall accrue on the Holdback Amount, as the same may be made between reduced from time to time, at the rate of 5.50% per annum. Upon the payment of all or any portion of the Holdback Amount to any Stockholder, the Buyer shall pay or cause to be paid to such Stockholder all accrued but unpaid interest on the portion of the Holdback Amount received by such Stockholder. Notwithstanding the foregoing, as a condition to receiving any payment under this Agreement, each Stockholder agrees to complete and execute the Buyer’s standard “Payee Setup Form” (a blank form of which has been provided to each Stockholder prior to the Effective Date) at least ten (10) business days prior to the date hereof and Closingfor such payment. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The consideration for the purchase price is $ and sale of the Project Assets (the “Purchase Price”) will be the sum of (a) On ______________ Dollars ($__________) per MW of capacity of the signing Project multiplied by the nameplate capacity of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, primary Designated WTGs to be installments located on the Real Property as set forth in the Site Plan as of $ which include principalthe Closing, interest provided that such capacity is between ____ MW and escrow amounts___ MW (the “Base Purchase Price”); (b) the Adjustment Amount, and (c) the assumption of the Assumed Liabilities. Set forth on Exhibit F-1 to this Agreement is a detailed breakdown of the elements of the Base Purchase Price. The Base Purchase Price and the Adjustment Amount will be paid by Buyer to Seller in accordance with Section 3.10. The Purchase Price constitutes full payment for the Assets and Buyer has no obligation to pay any additional amounts to Seller except for the reimbursements expressly set forth in Sections 3.8 and 3.9, if any. The “Adjustment Amount” will be equal to the sum of (a) the balance of any verifiable deposits with Third Parties made by Seller in connection with the Project (other than Transmission Expenses, which shall be reimbursed as provided in Section 3.8) to the extent such deposits are properly assigned to Buyer by Seller at Closing, and with any balance of principal being due and payable on (b) To Buyer’s share of any verifiable rents, prepaid taxes or other items, and other applicable items Seller paid prior to the extent Closing with respect to the Project Assets or Assumed Liabilities that any required payments are made on should reasonably be prorated and allocated to the existing mortgage between period after the date hereof Closing Date. At least ten (10) days prior to Closing, Seller will provide Buyer with copies of paid invoices and Closing which reduce other documentation reasonably requested by Buyer to verify the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance amounts and Seller’s payment of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingAdjustment Amount items. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is for the GKG Shares purchased hereunder shall be Two Million One Hundred Thousand ($ 2,100,000.00) Dollars. The total price for the purchase of the Redeemed Shares shall be paid by the issuance of a Subordinated Promissory Note from the Corporation to GKG in the face amount of $595,000.00 payable over five (a5) years in equal semi-annual installments of principal and interest bearing interest at the rate of five percent (5%) per annum as set forth more fully in Exhibit 2 annexed hereto (the "Corporation's Note"). The total purchase price for the Valk Shares purchased hereunder shall be Three Hundred Seventy-One Thousand Dollars ($371,000.00) plus the transfer to Valk on the date of the Escrow Closing (as defined in the Escrow Agreement referred to in Section 3 below) of an insurance policy (the "Policy") described below: Insurer Policy No. Policy Face Amount ----------------------- -------------- ------------------ Prudential Insurance 77417163 $350,000.00 Company of America ("Prudential") In order to effectuate the transfer of the ownership of the Policy to Valk, the Corporation agrees to execute and deliver any documents required for the Corporation to become the owner of the Policy. On the signing date of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collectionEscrow Closing, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller Corporation shall deliver to Purchaser at Closing a certificate dated not more Valk the original Policy and such other documents, certificates or letters issued by Prudential which are reasonably acceptable to Valk for the purpose of transferring the complete ownership of the Policy to Valk, and confirming that 30 days before Closing signed Valk is the sole owner of the Policy and containing the acknowledgement of Prudential that Valk is the sole owner of the Policy. The Policy shall be transferred to Valk free and clear of all liens, claims, encumbrances, pledges, security interests, policy loans and rights of third persons. Acknowledgment and Confirmation of Valk. Valk hereby acknowledges and confirms that, notwithstanding the redemption by the holder Corporation of the existing mortgageRedeemed Shares and payment thereof under the Corporation's Note by the Corporation to GKG as provided for in the first paragraph of this Section 2 and any treatment thereof from a tax or corporate law standpoint, Valk is not entitled to any similar or corresponding redemption, distribution, transfer, dividend, payment or consideration hereunder or from the Corporation or any of the parties to this Agreement, in any form or for recordingany reason, certifying the amount of the unpaid principal, the date other than rights to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage payments or benefits he is a bank expressly granted in this Agreement or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationits Exhibits. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. (a) The amount to be paid in cash at the Closing by Purchaser (for itself and on behalf of the OGP Purchasers) for the Shares and the Purchased Assets and the assumption of the Assumed Liabilities shall be $847,000,000, as adjusted in accordance with Sections 2.09 and 6.10(a) (the “Initial Purchase Price”). The purchase price is $ shall be the Initial Purchase Price, as adjusted in accordance with Sections 2.10 and 6.10 after the Closing, plus the Deferred Consideration (a) On the signing “Purchase Price”). Following the Closing, any payment made by either ABB or Purchaser or any Affiliate of ABB or Purchaser Affiliate, as applicable, pursuant to the Deferred Transfer Agreement or any provision of this contractAgreement shall be treated as either an increase or decrease in the Purchase Price, by Xxxxxxxxx’s good check payable to as the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable oncase may be. (b) To All monies to be transferred pursuant to this Agreement shall be made by electronic transfer of immediately available funds to (i) ABB’s Bank Account if a payment is due to ABB, the extent that Sellers or any required payments are made on of their Affiliates (other than Affiliates which form a part of the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(bOGP Business), then or, as the balance case may be, to (ii) the Purchaser’s Bank Account if a payment is due to Purchaser or any of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principalPurchaser Affiliates. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments Except as required by the existing mortgage Law or as otherwise specifically provided in this Agreement, such payments will be made between without setoff, restriction or condition and without any deduction or withholding. Receipt of such monies into either ABB’s Bank Account or Purchaser’s Bank Account shall be received as agent for the date hereof relevant Affiliate of ABB or Purchaser Affiliate, as the case may be, to whom such monies are owed and Closingshall be an absolute discharge to Purchaser, the Purchaser Affiliates, ABB or any of its Affiliates who in each case shall not be concerned to see application of any such amount thereafter. (c) If there is Purchaser and ABB agree that the Purchase Price shall be allocated as set forth in Exhibit C (as may be restated pursuant to this Section 2.04(c)) and that the Parties shall report for all Tax purposes the transactions contemplated by this Agreement in a mortgagee escrow accountmanner consistent with the terms of this Agreement, Seller including the allocation method utilized in the preparation of Exhibit C for the purchase and sale of the OGP Shares and the Purchased Assets and the assumption of the Assumed Liabilities. The allocation shall assign it be restated as agreed between the Parties to Purchaseraccount for any adjustment pursuant to Sections 2.04(a), if it can be assigned2.09, 2.10, 6.10 and Article IX (with such restatement being based on the principles applied in connection with the original allocation). Neither Party shall take, and in that case ABB shall cause its Affiliates and Purchaser shall pay cause the amount Purchaser Affiliates not to take, any position inconsistent therewith in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgageany Tax Return, in form for recordingany refund claim, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank in any litigation or other institution document or otherwise take any position inconsistent with the allocation determined pursuant to this Section 2.04(c), except to the extent required to comply with a Change of Law or as defined required to comply with a change in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationGAAP. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (the "Purchase Price") for the mortgage loans shall consist of (a) On cash in the signing amount of this contract___________% of the aggregate scheduled principal balance thereof as of the cut-off date, plus accrued interest thereon at the rate of 6.25% per annum on the mortgage loans in pool I and pool II and 5.75% per annum on the mortgage loans in pool III, from and including the cut-off date to but excluding the closing date, (b) the class IA-IO, IIA-IO and IIIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by Xxxxxxxxx’s good check payable CMSI to the Escrowee Seller on the closing date in same-day funds, and the Seller will receive on the closing date: (as hereinafter defined)a) the class IA-IO, subject IIA-IO and IIIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to collectionany Underwriter any portion of the price paid to CMSI by any Underwriter pursuant to the Underwriting Agreements, the receipt Seller shall simultaneously and in the same manner repay to CMSI a proportionate amount of which is hereby acknowledgedthe Purchase Price as such repayment to any Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to be installments CMSI without recourse all of $ which include principalthe Seller's right, title and interest in and to the mortgage loans, including all interest and escrow amounts, if any, and principal received or receivable by the Seller on or with any balance respect to the mortgage loans (other than payments of principal being and interest due and payable on (b) To the extent that any required payments are made on the existing mortgage between loans on or before the cut-off date hereof and Closing which reduce prepayments of principal on the unpaid principal amount thereof below mortgage loans received or posted prior to the amount shown in paragraph 3(bclose of business on the cut-off date), then the balance together with all of the price payable at Closing under paragraph 3(d) shall be increased by Seller's right, title and interest in and to the amount proceeds of payments of principalany related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed CMSI all documents, instruments and agreements required to be delivered by CMSI to the holder Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the existing mortgage, Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in form for recording, certifying recordable form. Such assignments and endorsements shall not affect the amount rights of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full parties hereto or to change any other term thereof by reason of the sale or conveyance of the PremisesPooling Agreement.

Purchase Price. (a) The aggregate purchase price for the Receivables sold on the Initial Funding Date shall be such amount as agreed upon prior to the Initial Funding Date between Originator and Buyer to be the fair market value of such Receivables on such date, which shall equal the excess of the (i) estimated aggregate outstanding balance of such Receivables over (ii) an amount agreed upon by Buyer and Originator representing the uncertainty of payment and cost of purchase of such Receivables. The purchase price is $ (a) On for Receivables subsequently sold during any Settlement Period shall be calculated in accordance with the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onprovisions set forth in Exhibit A hereto. (b) To On the Initial Funding Date, Buyer shall pay Originator the purchase price for the Receivables sold on that date. On each Business Day after the Initial Funding Date on which Originator sells any Receivables to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables under Section 6 hereof, Buyer shall pay to Originator the purchase price of such Receivables (i) by depositing into such account as Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that any such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the "Available Funds") and provided that Originator has paid all amounts then due by Originator hereunder or (ii) by increasing the principal amount owed to Originator under the promissory note (as amended or modified from time to time, the "Subordinated Note") executed and delivered by Buyer to the order of Originator as of the Initial Funding Date. The outstanding principal amount owed to Originator under the Subordinated Note may be reduced from time to time as provided in Section 3.2 hereof or by payments are made on by Buyer from Available Funds, provided that Originator has paid all amounts then due by Originator hereunder. Originator shall make all appropriate record keeping entries with respect to amounts due to Originator under the existing mortgage between Subordinated Note to reflect payments by Buyer thereon and increases of the date hereof principal amount thereof, and Closing which reduce Originator's books and records shall constitute rebuttable presumptive evidence of the unpaid principal amount of and accrued interest owed to Originator under the Subordinated Note. Notwithstanding the foregoing, the Buyer shall not be allowed to pay for Receivables through an increase in the Subordinated Note if, after giving effect thereto, the outstanding principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall would be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that greater than (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, Eligible Receivables Balance minus (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and Aggregate Investment minus (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises$2,500,000.

Purchase Price. Upon the execution of this Agreement by all parties, Asset Buyer shall pay to Escrow Agent (hereinafter defined) the sum of (i) an initial refundable deposit of Two Hundred Fifty Thousand Dollars ($250,000.00) (the " Deposit") to Xxxxxxx Law Group, P.A. Trust Account (“Escrow Agent”) and Asset Buyer shall pay to Asset Seller at Closing (hereinafter defined) (i) the sum of Six Million Two Hundred Fifty Thousand Dollars ($6,250,000.00), (subject to any prorations, credits or agreed upon adjustments as provided for herein) and (ii) the amount allocated during Inventory in accordance with Section 5.20 hereof for the conveyance, sale and transfer of the Acquired Assets. Within one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Seller a schedule allocating the Purchase Price, as adjusted in accordance with Section 2 (including any liabilities and other items treated as consideration for the Purchased Assets for U.S. federal income Tax purposes) (the “Allocation Schedule”). Such allocation shall be according to generally accepted accounting principles and set forth on IRS Form 8594. The purchase price is $ parties agree that this allocation of the Purchase Price shall be conclusive and binding, and each party hereby covenants and agrees to use such allocation for all purposes, including tax returns. Such Allocation Schedule may be attached in draft form at Closing and replaced with a final schedule within one hundred twenty (120) days after Closing. A copy of the completed IRS Form 8594 shall be executed by Asset Seller and Asset Buyer and be included in their respective tax returns.” The parties hereto shall file all applicable tax returns in accordance with the allocation set forth in this Section 2. Unless otherwise agreed in writing by Asset Buyer and Asset Seller, Asset Buyer and Asset Seller shall (a) On reflect the signing of this contractAssets in their books for tax reporting purposes in accordance with such allocation, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on (b) To the extent that any file all forms required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance under Section 1060 of the price payable at Closing under paragraph 3(dInternal Revenue Code (the “Code”) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown all other tax returns and reports in paragraph 3(b) is substantially correct accordance with and agrees that only payments required by the existing mortgage will be made between the date hereof based upon such allocation and Closing. (c) If there is unless required to do so in accordance with a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution “determination” as defined in Section 274-a 1313(a)(1) of the Real Property Law it mayCode, instead take no position in any tax return, tax proceeding, tax audit or otherwise which is inconsistent with such allocation. The Purchase Price shall be payable by Asset Buyer to Asset Seller, in cash, by cashier's check, wire transfer or by immediately available funds, plus or minus the specific items hereinafter described and the usual and ordinary prorations and credits, including but not limited to rent paid for any leased equipment assumed by Asset Buyer, personal property taxes for the year of closing imposed on the certificateassets, furnish a letter signed by a duly authorized officergift card liabilities, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgagecollectively, the note secured thereby "Prorations and Credits"). Further, any extensions and modifications thereof, (ii) security deposits held by the existing mortgage is not now, and vendor/lessor of any leased equipment being assumed by Asset Buyer shall be reimbursed to Asset Seller at the time of Closing will not beprovided that said vendor/lessor shall transfer the said security deposit for the benefit of the Asset Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Asset Seller shall be responsible for electricity, in defaulttelephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Asset Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the Acquired Assets accrued prior to Closing. To the extent that one party owes money to the other pursuant to this section, such party shall pay all amounts so owed within thirty (iii30) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesdays after written notice thereof.

Purchase Price. The purchase price Purchase Price of the Property (“Purchase Price”) is Nineteen Million Two Hundred Fifty Seven Thousand and 00/100ths Dollars ($19,257,000.00), such Purchase Price being approximately Thirty Four Thousand, Two Hundred Thirty Four and 00/100th Dollars ($34,234.00) per net plantable acre based on five hundred sixty two and 5/10ths (562.5) planted acres, to be verified by survey as provided below. The Purchase Price shall be adjusted upward or downward to reflect the actual net plantable acres on the Land if the actual net plantable acres of the Land, together with the net plantable acres of the property of the Concurrent Escrows, as defined below, vary from the total of the foregoing estimate plus the estimates set forth in the Purchase and Sale Agreement and Joint Escrow Instructions for the Concurrent Escrows by more than 1.0% as determined by an ALTA Survey. Buyer shall consult with Seller as to the parameters for determination of the net plantable acres by ALTA survey (for example, how the canopy will be surveyed for plantable acres), but shall not be bound by the Seller’s recommendations provided that reasonable parameters for the commodity type are utilized. The Purchase Price shall be payable as follows: (a) On the signing Notwithstanding any term or provision of this contractAgreement, by Xxxxxxxxx’s good check payable Buyer hereby delivers to Seller an amount equal to One Hundred 00/100ths Dollars ($100.00) from the Escrowee Initial Deposit (as hereinafter defined)) (the “Independent Consideration”) as independent consideration to Seller for having entered into this Agreement at any time subsequent to execution hereof. The Independent Consideration shall be nonrefundable if Close of Escrow does not occur for any reason related to a Buyer default or termination under this Agreement, subject or due to collectiona failure of a Buyer condition under Section 7.1, and to the receipt of which is hereby acknowledged, extent that this Agreement requires any funds to be installments refunded to Buyer, any amount so refunded shall not include the Independent Consideration; provided, however, that the Independent Consideration shall be refunded to Buyer from Seller, as part of $ which include principalBuyer’s damages, interest and escrow amounts, if any, and with any balance in the event of principal being due and payable ona Seller default under this Agreement. (b) To Within three (3) business days following the extent that Effective Date, Buyer shall deposit with Escrow Holder the sum of Five Hundred Thousand and 00/100ths Dollars ($500,000.00) (together with any required payments are made on and all interest thereon, the existing mortgage between “Deposit”), in cash, by cashier’s check or wire transfer of immediately available good funds. Upon receipt of the Deposit, Escrow Holder will immediately deposit it into an interest bearing account at a commercial bank designated by Buyer, in trust for Escrow Holder, with interest to accrue for Buyer’s benefit. The Deposit will be paid to Seller as a part of the Purchase Price at the Closing or as liquidated damages in the event of Buyer’s default under this Agreement as provided below. Buyer shall have the right to receive a return of the Deposit if any of the following shall occur: (i) Seller shall be in default under this Agreement; (ii) Buyer makes a timely election to withdraw as a result of Seller’s refusal to remove an Objectionable Exception as provided in Section 6.3 below; (iii) Buyer makes a timely election to withdraw before the end of the Due Diligence Period as set forth in Section 7.2 below; or (iv) the failure of one or more conditions precedent to Buyer’s obligation to perform by the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown indicated, as provided in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingSections 7.1 below. (c) If there is a mortgagee escrow accountThe balance of the Purchase Price (the “Balance”), Seller subject to adjustment as provided above, shall assign it be deposited into Escrow prior to Purchaser, if it can be assigned, the Closing and in that case Purchaser shall pay the amount in the escrow account paid to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed in cash, by the holder cashier’s check or wire transfer of the existing mortgageimmediately available good funds, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time Close of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the PremisesEscrow.

Purchase Price. The aggregate purchase price is $(the “Purchase Price”) payable by the Purchaser Entities for the Purchased Securities shall be an amount equal to: (a) On the signing of this contract, by Xxxxxxxxx’s good check payable to the Escrowee U.S. $200,000,000; (as hereinafter defined), subject to collectionb) plus, the receipt of which is hereby acknowledgedWorking Capital Adjustment Amount; (c) minus, to be installments of $ which include principal, interest and escrow amountsthe amount, if any, and with any balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing.Aggregate Optionholder Payment; (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principalplus, the date to which interest has been paid and the amountsamount, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information.Actual Closing Cash; (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies minus, the amount, if any, of the existing mortgageActual Closing Indebtedness; and (f) minus, the note secured thereby amount, if any, of the Unpaid Transaction Expenses. The components of the Purchase Price set out in this Section 2.2 shall be allocated to each Seller for the sale of the applicable Purchased Securities in accordance with their Allocable Portion. The components of the Purchase Price set out in Section 2.2(a) through Section 2.2(f), inclusive, shall be allocated to the Company to which it can reasonably be considered to relate, and any extensions and modifications thereofsuch amount shall be deemed to have been paid to such applicable Sellers in accordance with the following principles: (a) if such amount relates to Canada Holdco or US Holdco, it shall be allocated to Golden Eagle LP (iisuch amount that relates to US Holdco, the “US Holdco Consideration Amount”); (b) the existing mortgage is not nowif such amount relates to CIH, it shall be allocated to Golden Eagle LP, and at the time of Closing will not beOther Sellers, in defaulteach case, in accordance with their Allocable Portion, such allocation to be agreed by the Agent and the Purchaser Entities, each acting reasonably prior to the Closing. For greater certainty, any component of the Purchase Price resulting from Actual Closing Cash, Unpaid Transaction Expenses, Actual Closing Indebtedness and Actual Closing Working Capital shall be allocated between the Companies to the extent it would be so allocated if the Purchase Price were done separately for each Company, mutatis mutandis, and the Sellers shall take such steps as are reasonably practicable to make such determination. Any component of or adjustment to the Purchase Price resulting from Actual Closing Cash, Unpaid Transaction Expenses, Actual Closing Indebtedness and Actual Closing Working Capital (iiiin each case as finally determined pursuant to Section 2.8) being different from the existing mortgage does not contain any provision that permits estimated Actual Closing Cash, estimated Unpaid Transaction Expenses, estimated Actual Closing Indebtedness and estimated Actual Closing Working Capital (in each case as set out in the holder of Estimated Statements) shall be allocated among the mortgage Companies to require its immediate payment in full or the extent it would be so allocated if the adjustments were made separately for each Company, mutatis mutandis, and the Sellers shall cause the Companies to change any other term thereof by reason of the sale or conveyance of the Premisestake such steps as are reasonably practicable to make such determination.

Purchase Price. The In addition to assuming the Assumed Liabilities, the aggregate price to be paid by CTB to the Selling Entities (the "Purchase Price") for the purchase price is $of the Purchased Assets shall be equal to the following (which calculation shall be made as of the Closing Date and set forth in a certificate of CTB and BBT delivered at the Closing): (a) On the signing of this contract$3,800,000, which shall be paid by Xxxxxxxxx’s good check payable CTB to the Escrowee Selling Entities as follows: (i) $100,000, which has been paid out of the Escrow Account in accordance with the instructions of the Escrow Agreement; (ii) $250,000, which is to be deposited in the Escrow Account on or before January 26, 2001 and which will be paid out of Escrow; (iii) $650,000 Secured Short Term Note; and (iv) $2,800,000 Secured Promissory Note. (b) plus all prepaid expenses to the extent useable by CTB after the Closing Date as hereinafter definedset forth on Schedule 2.1(i); (c) minus, the amount of all advance deposits and pre-paid ticket and/or voucher sales (and ticket or amusement taxes pertaining thereto) of the Business included in the Assumed Liabilities; (d) minus the following, to the extent such amounts relate to the Purchased Assets or the Business are unpaid as of the date of Closing and have not been paid by the Selling Entities prior to or at the Closing, all of which will become Assumed Liabilities to the extent they are credited against the Purchase Price: (i) the prorated amount for the period prior to the Closing Date of all real estate taxes and assessments, both general and special, water charges and sewer rents, whether or not then due or payable, and all other normally proratable items (collectively, the "Prorations"), subject based upon the latest assessments or actual invoices available (should any such proration be inaccurate based upon the actual tax bill or assessment when received, any party hereto xxx demand and shall be entitled to collectionreceive on demand, a payment from the receipt other correcting such inaccuracy); (ii) any fees, taxes, impact fees, assessments, delinquent or otherwise, attributable to a period prior to the Closing Date; (iii) any other land use charges attributable to any period prior to the Closing Date; (iv) one-half of which is hereby acknowledgedall necessary State of Missouri, to be installments of $ which include principalcounty and municipal transfer, interest and escrow amountsdocument stamp and/or recording taxes, if any, and with any balance of principal being due and payable onincident to the transaction contemplated in this Agreement normally attributable to the grantor; and (bv) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance one-half of the price payable at Closing under paragraph 3(d) shall be increased by cost of any escrow fee and charges of any escrow agent, regardless of whether or not such escrow agent is also counsel for any party hereto, the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder issuer of the existing mortgage, in form for recording, certifying Commitments or the amount agent of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationissuer. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The total consideration for the signing Assets shall be $6,804,000, plus the assumption of this contractthe liabilities specified in Section 1.6 (the "Purchase Price"). The Purchase Price (i.e., the cash and promissory note component thereof) for the Assets shall be paid by Xxxxxxxxx’s good check payable Purchaser at Closing as follows: (i) an aggregate amount in cash equal to $4,004,000 (the "Closing Payment"), and (ii) a secured promissory note from the Purchaser to CNS in the principal amount of $2,800,000, in the form of Exhibit A attached hereto (the "Note"). (b) The Purchase Price shall be allocated among the Assets acquired hereunder and the covenants not to compete set forth in Section 10.2 hereof in the manner set forth on Schedule 1.5(b). Any indemnification payment treated as an adjustment to the Escrowee (Purchase Price pursuant to Article 11 shall be reflected as hereinafter defined), subject an adjustment to collection, the receipt of which amount set forth on Schedule 1.5(b) that is hereby acknowledged, allocated to be installments of $ which include principal, interest and escrow amountsthe specific asset, if any, giving rise to the adjustment, and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Assets acquired hereunder in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. The Purchaser and each Seller and Xxxxxx X. Xxxxxxx shall each prepare and file their respective Tax Returns (as defined herein), including, without limitation, Asset Acquisition Statements on IRS Form 8594, employing the allocation made pursuant to this Section 1.5(b) and shall not take a position in any balance of principal being due and payable on (b) To the extent Tax proceeding or audit or otherwise that any is inconsistent with such allocation unless otherwise clearly required payments are made by Law. The Purchaser, on the existing mortgage between one hand, and the date hereof and Closing which reduce Sellers, on the unpaid principal amount thereof below other hand, shall give prompt notice to the amount shown in paragraph 3(b), then the balance other of the price payable at Closing under paragraph 3(d) shall be increased commencement of any Tax audit or the assertion of any proposed deficiency or adjustment by the amount of payments of principal. Seller represents and warrants any taxing authority or agency that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closingchallenges such allocation. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is $ (a) On The aggregate purchase price for the signing of this contract, by Xxxxxxxxx’s good check payable Acquired Assets to be paid to the Escrowee Sellers hereunder shall be the Purchase Price, which shall be allocated between EMC and EIC as set forth in Schedule 2.1(a). The Purchase Price will be further allocated among the Acquired Assets in accordance with Section 9.2. (as hereinafter definedb) At the Initial Closing, the Purchaser will pay (i) to EMC an amount (the “EMC Main Purchaser Payment”) equal to (x) its respective portion of the Purchase Price allocated pursuant to Schedule 2.1(a), subject to collection, less (y) the receipt sum of which is hereby acknowledged, the Local Purchaser Payments required to be installments paid at the Initial Closing pursuant to Section 2.1(c) in respect of $ which include principal, interest and escrow amountsa jurisdiction listed in Schedule 2.1(b)(i), if any, and (ii) to EIC an amount (the “EIC Main Purchaser Payment”) equal to (x) its respective portion of the Purchase Price allocated pursuant to Schedule 2.1(a), less (y) the sum of the Local Purchaser Payments required to be paid at the Initial Closing pursuant to Section 2.1(c) in respect of a jurisdiction described in Schedule 2.1(b)(ii), if any. Each of the EMC Main Purchaser Payment and the EIC Main Purchaser Payment shall be paid by wire transfer of immediately available funds in Dollars to an account designated in writing by the relevant Seller at least two (2) Business Days prior to the Initial Closing Date. Payments made to and by the Purchaser under this Agreement shall be received or made on behalf of the Purchaser or the relevant member of the Purchaser Group, as the case may be. Payments made to and by the Sellers under this Agreement shall be received or made on behalf of the relevant Seller, or the relevant member of the Seller Group, as the case may be. The Purchaser or another member of the Purchaser Group will assume the Assumed Liabilities at the Initial Closing in accordance with any balance the terms and conditions of principal being due and payable onthis Agreement. (bc) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance member of the price payable Purchaser Group is required under applicable Law to make local payment for Acquired Assets in any particular jurisdiction directly to a member of the Seller Group at the Initial Closing under paragraph 3(dor any Additional Closing the relevant member of the Purchaser Group will pay to the relevant member of the Seller Group an amount equal to the portion of the Purchase Price allocated to the relevant Acquired Assets pursuant to the Initial Allocation Statement (or Final Allocation Statement, if available) prepared in accordance with Section 9.2 and Schedule 9.2(a) (each such payment, a “Local Purchaser Payment”); provided, that any Local Purchaser Payment to be made in connection with any Additional Closing shall be increased by made subject to, and in the amount of payments of principalmanner contemplated by, Section 2.1(d). Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage Each Local Purchaser Payment will be made between in Dollars, unless the Sellers request payment in the local currency of the applicable jurisdiction at least thirty (30) days prior to the applicable Closing Date, in which case such Local Purchaser Payment will be made in the local currency (in an amount determined based on the “closing mid‑point rates” as published at xxxx://xxx.XX.xxx/marketsdata (in the “Data Archives” section) as of the second (2nd) Business Day immediately prior to the date hereof and Closing. (c) If there the relevant Local Purchaser Payment is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closingmade). (d) Seller In the case of any such Local Purchaser Payment to be made in connection with any Additional Closing, at the Sellers’ election by written notice to the Purchaser at least five (5) Business Days prior to the applicable Closing Date, either (i) (A) at least one (1) Business Day prior to the applicable Closing Date, the Sellers shall deliver (or cause to be delivered) to the Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying (or its designee) the amount of such Local Purchaser Payment (in the unpaid principalapplicable currency as determined in accordance with Section 2.1(c)) by wire transfer of immediately available funds to an account (or accounts) designated by the Purchaser at least two (2) Business Days prior to the applicable Closing Date and (B) on the applicable Closing Date, the date to which interest has been paid and the amounts, if any, claimed Purchaser shall return (or cause to be unpaid for principal and interest, itemizing returned) to the same. Seller shall pay Sellers (or their designee) the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined amount so delivered (in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. currency) by wire transfer of immediately available funds to an account (eor accounts) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of designated by the existing mortgage, the note secured thereby and any extensions and modifications thereof, Sellers with their election notice or (ii) the existing mortgage is not now, and at the time of Closing will not beSellers shall cause such Local Purchaser Payment to be effected as a book-entry, in defaultaccordance with applicable Law, and (iii) without any action on the existing mortgage does not contain any provision that permits the holder part of the mortgage to require its immediate payment in full Purchaser or to change any other term thereof by reason member of the sale or conveyance of the PremisesPurchaser Group.

Purchase Price. The purchase price is $ (a) On You may exercise this right on behalf of the signing Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this contract, by Xxxxxxxxx’s good check payable to Agreement. Any exercise notice shall specify the Escrowee (as hereinafter defined), subject to collection, the receipt number of which is hereby acknowledged, Additional Shares to be installments purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of $ which include principal, interest and escrow amountssuch notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and with not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Seller (other than Sorrento Investment Group LLC) hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (a) offer, pledge, sell, contract to sell, sell any balance option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of principal being due and payable on Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) To file any registration statement with the extent Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any required payments are made of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the existing mortgage between last day of the 90-day period, the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions contained in the second preceding paragraph shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and Closing of which reduce the unpaid principal amount thereof below Underwriters have been advised in writing; (C) transactions by any person other than the amount shown Company relating to shares of Common Stock or other securities acquired in paragraph 3(b), then open market transactions after the balance completion of the price payable at Closing under paragraph 3(doffering of the Shares; (D) shall be increased the grant of options or the issuance of shares of Common Stock by the amount Company to employees, officers, directors, advisors or consultants pursuant to an employee benefit plan described in the Prospectus; (E) the filing of payments any registration statement on Form S-8 in respect of principalany employee benefit plan described in the Prospectus; or (F) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts or transfers to controlled affiliates, provided that each transferee also agrees to the restrictions described above; or (G) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that no sales or other transfers occur under such plan during the restricted period referred to in the second preceding paragraph. Seller represents and warrants that In addition, each Selling Shareholder agrees that, without the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by prior written consent of Mxxxxx Sxxxxxx on behalf of the existing mortgage Underwriters, it will be made between not, during the period ending 90 days after the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgageProspectus, in form for recordingmake any demand for, certifying the amount of the unpaid principalor exercise any right with respect to, the date to which interest has been paid and the amounts, if any, claimed to be unpaid registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationCommon Stock. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. (a) The purchase price is $ (a“Purchase Price”) On for the signing Receivables and the Related Assets shall equal the fair market value of this contractthe Receivables and the Related Assets (taking into account a discount for the time value of money, historic and expected losses and the Originator’s obligations pursuant to Section 3.2) as agreed by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, Originator and Buyer at the receipt time of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onpurchase or acquisition. (b) To On the extent that any required payments are made Closing Date, the Originator shall contribute Receivables and the Related Assets to Buyer as a capital contribution in the amount set forth in a written notice on the existing mortgage between date thereof from the date hereof Originator to Buyer and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and ClosingAdministrative Agent. (c) If there is a mortgagee escrow accountOn each date of sale or contribution, Seller shall assign it on the terms and subject to Purchaserthe conditions set forth in this Agreement, if it can be assigned, and in that case Purchaser Buyer shall pay to the amount in Originator the escrow account Purchase Price for the Receivables and the Related Assets generated on such day by transfer of funds, to Seller at Closingthe extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement. (d) Seller To the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, the Originator shall deliver treat the related Receivables and Related Assets to Purchaser at Closing a certificate dated not more that 30 days before Closing signed have been transferred by the holder Originator to Buyer as a capital contribution, in return for an increase in the value of the existing mortgage, equity interest in form for recording, certifying Buyer held by the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationOriginator. (e) Seller represents In addition to contributions of Receivables and warrants that (i) Seller has delivered Related Assets by the Originator to Purchaser true and complete copies Buyer hereunder, the Originator may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the existing mortgage, equity interest in Buyer held by the note secured thereby Originator. Servicer shall evidence the Originator’s election to treat all or any portion of the Receivables and any extensions Related Assets as a capital contribution by recording it as such on the books and modifications thereof, (ii) records of Buyer as maintained by the existing mortgage is not nowServicer, and at no further notice or acceptance of any such contribution shall be necessary. The Originator, Servicer and Buyer shall each record on its respective books and records any capital contribution made by the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage Originator to require Buyer promptly following its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesoccurrence.

Purchase Price. The purchase price is $ (a) On the signing of this contract, by Xxxxxxxxx’s good check payable terms and subject to the Escrowee conditions set forth herein, in consideration of the sale and transfer of the Purchased Assets, at the Closing, Purchaser shall (as hereinafter definedi) assume the Assumed Liabilities and (ii) pay an amount in cash equal to the sum of (x) Nineteen Million Eight Hundred and Eleven Thousand Dollars ($19,811,000), plus (y) the Closing Date Inventory Value, subject to collection, adjustment pursuant to the receipt terms of which is hereby acknowledged, Section 2.7(g) (the “Purchase Price”) to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onSeller in immediately available funds by wire transfer to the account(s) specified in written instructions given by Seller to Purchaser not less than two (2) Business Days prior to the Closing. (b) To the extent that Purchaser is required under any provision of Law to deduct and withhold Taxes on any payment hereunder, Purchaser shall withhold and deduct from the Purchase Price such required payments are made on amounts and such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the existing mortgage between the date hereof Persons in respect of which such deductions and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b)withholdings were made; provided, then the balance however, that Purchaser may deduct such amounts only if Purchaser shall (i) give Seller reasonable advance notice of the price payable at Closing under paragraph 3(dintention to make such deduction or withholding; (ii) shall be increased by explain the amount basis for such deduction or withholding, and (iii) cooperate with Seller to the extent reasonably requested to obtain any applicable reduction of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments or relief from such deduction or withholding; provided, further, that, except as otherwise required by Law or applicable court order, Purchaser shall not withhold any portion of the existing mortgage will be made between Purchase Price if Seller delivers a non-foreign affidavit under Section 1445 of the date hereof Code and Closingthe Treasury Regulations promulgated thereunder. (c) If there is a mortgagee escrow account, Seller The allocation of the Purchase Price among the Purchased Assets and Assumed Liabilities shall assign it to Purchaser, if it can be assigned, and in that case prepared by Purchaser shall pay within ninety (90) days following the amount in the escrow account to Seller at Closing. (d) Seller . Purchaser shall deliver to Purchaser at Closing Seller a certificate dated not more that 30 days before Closing signed by the holder copy of such proposed allocation promptly after Purchaser’s determination of the existing mortgageproposed allocation, and Seller shall have the right to review and raise any objections in form for recording, certifying writing to the amount proposed allocation during the fifteen (15) day period after Seller’s receipt thereof. If Sxxxxx does not notify Purchaser in writing of a disagreement with the unpaid principalproposed allocation during such fifteen (15) day period, the date proposed allocation shall become final. If Seller disagrees with respect to which interest has been paid and any item in the amountsallocation, if any, claimed the Parties shall negotiate in good faith to be unpaid for principal and interest, itemizing resolve the same. Seller shall pay the fees for recording such certificatedispute. If the holder Parties are unable to agree on the allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the parties shall refer such dispute to an independent internationally recognized accounting firm (“Independent Accountant”) at that time to review the allocation, and make a determination as to the resolution of such allocation. The determination of the existing mortgage is a bank or other institution Independent Accountant regarding the allocation shall be delivered as defined in Section 274-a soon as practicable following engagement of the Real Property Law it mayIndependent Accountant, instead but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the original proposed allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies cost of the existing mortgageIndependent Accountant. The finalized allocation shall be binding on Seller and Purchaser for all Tax reporting purposes and Seller and Purchaser agree to refrain from taking any position inconsistent therewith, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time unless required by applicable Law or a final determination of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premisesa Taxing Authority.

Purchase Price. The purchase price is $ In connection with the exercise of the Purchase Option and in full consideration for the sale and transfer of the Acquired Assets, including but not limited to the Vessels, Charterer, or its designee, shall on the Purchase Closing Date: (a) On assume the signing Assumed Liabilities and (b) pay to Shipowner an amount equal to (i) the total amount of this contract, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amountsother amounts outstanding under the National City Financing Documentation or Replacement Financing Documentation, if anyas applicable, plus (ii) the total amount of principal, interest and with any balance of principal being due and payable on other amounts outstanding under the Subordinated Debt Financing Documentation or Replacement Subordinated Debt Financing Documentation, as applicable, plus (biii) To the extent that any required payments are made $400,000, plus (iv) an amount equal to sixteen percent (16%) simple interest per year (based on a 365-day year) on the existing mortgage between amount set forth under clause (iii) of this Section 20.2 for the period commencing on the date hereof and ending on the Purchase Closing which reduce Date. Shipowner and Charterer shall act in good faith to complete the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance form of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid Vessel Purchase Agreement and the amounts, if any, claimed to be unpaid for principal schedules and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that exhibits thereto (i) Seller has delivered with respect to Purchaser true matters therein requiring completion by or agreement between the parties, and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) in respect of any matters then existing with respect to the existing mortgage Shipowner or the Vessels that customarily would be addressed in an agreement contemplating transactions similar to the transactions contemplated by the form of Vessel Purchase Agreement. Charterer shall have the right to waive inclusion in the definitive Vessel Purchase Agreement of any provision in the form of Vessel Purchase Agreement that is not nowfor the benefit of the "Buyer" thereunder, and at Shipowner shall have the time right to waive inclusion in the definitive Vessel Purchase Agreement of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision in the form of Vessel Purchase Agreement that permits is for the holder benefit of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises"Company" thereunder.

Purchase Price. The purchase price is BAC shall, in consideration of the execution of the Leases, pay and/or deliver to Host Funding the sum of $789,375.00 (the "Lease Rights Acquisition Fee"), as follows: (a) On BAC's delivery to Host Funding of the signing sum of this contract$308,172.00 in cash or other immediately available funds (the "Cash Portion of the Lease Rights Acquisition Fee") upon the date the Leases are fully executed by all parties thereto; provided, Host Funding acknowledges and agrees that the actual Cash Portion of the Lease Rights Acquisition Fee to be delivered to Host Funding is $308,172.00 LESS the approximate sum of $236,000.00 (approximate net sum to be delivered by Xxxxxxxxx’s good check payable BAC, Lessee and/or Host Funding to CHTC pursuant to the Escrowee (Termination Agreement; and, provided further, Host Funding acknowledges and agrees that a $63,150.00 portion of the Cash Portion of the Lease Rights Acquisition Fee may, in lieu of delivery of same to Host Funding, be used as hereinafter defined), subject working capital with respect to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onHotel Properties; (b) To BAC's delivery to Host Funding of a promissory note (the extent that any required payments are made "Lease Acquisition Finance Note"), in the original principal amount of $133,878.00, executed by BAC, payable to Host Funding, bearing no interest prior to maturity, maturing on the existing mortgage between first anniversary of the effective date of the Leases, and otherwise upon such terms and conditions as are reasonably acceptable to BAC and Host Funding (the "Finance Note Portion of the Lease Rights Acquisition Fee"), upon the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased Leases are fully executed by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.all parties thereto; and (c) If there is a mortgagee escrow accountBAC's delivery to Host Funding, Seller shall assign it within fifteen (15) days after the date the Leases are fully executed by all parties thereto, of the number of unregistered shares of the common stock of BAC having an aggregate value of $252,600.00 (the "BAC Stock"), for the purposes hereof the value of the BAC Stock to Purchaser, if it can be assigneddeemed to be the average selling price for the common stock of BAC as reported on NASDAQ for the period of time beginning ten (10) days prior to the date the Leases are fully executed by all parties thereto, and in that case Purchaser shall pay ending ten (10) days after said date (the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder "BAC Stock Portion of the existing mortgageLease Rights Acquisition Fee"). With respect to the Lease Rights Acquisition Fee, in form for recording, certifying Host Funding acknowledges and agrees that BAC shall receive a $94,725.00 credit (the amount "$94,725.00 Portion of the unpaid principalLease Rights Acquisition Fee") against same for legal, accounting and other professional fees incurred by BAC incident to the transactions described herein. Further, BAC and Host Funding agree that, as among the Hotel Properties and the Leases, the date to which interest has been paid Lease Rights Acquisition Fee shall be allocated as set forth on EXHIBIT A attached hereto and the amounts, if any, claimed to be unpaid incorporated herein by reference for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same informationall purposes. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.

Purchase Price. The purchase price is Buyer and Seller agree that the Purchase Price for the Subject Property shall be Eight Hundred Thousand Dollars ($ (a) On 800,000.00). 2 <PAGE> B. MANNER OF PAYMENT : At the signing time of this contractclosing, by Xxxxxxxxx’s good check payable in addition to the Escrowee (Deposit, which shall be paid to Seller by the Escrow Agent as hereinafter defined), subject to collectionset forth above, the receipt Buyer shall pay to the Seller, in the form of which is hereby acknowledgedimmediately available funds by wire transfer to an account designated by Seller prior to Closing or by cashier's check drawn on a bank or savings and loan acceptable to Seller, an amount equal to be installments of $ which include principal, interest and escrow amounts, if any, and with any Seller's Obligations as defined in paragraph 18 below ("Payment to Seller"). The net balance of principal being due and payable on (b) To the extent that any required payments are made on the existing mortgage between the date hereof Payment to Seller as hereinabove provided and Closing which reduce the unpaid principal amount thereof below total Purchase Price (hereinafter called the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d"Remainder Payment") shall be increased paid by Buyer directly to the amount United States Environmental Protection Agency (EPA), pursuant to a Prospective Purchaser Agreement (PPA) as hereinafter provided for in Paragraph 4.E, to reduce the financial liability of payments Seller to EPA, or, at Buyer's discretion, some portion of principalthe Remainder Payment may be placed in escrow for soil removal as described in subparagraph C. below. Seller represents and warrants Buyer acknowledges that an amendment to that certain Consent Final Judgment dated October 21, 1993, in State of Florida Department of Environmental Protection ("FDEP") v. Solitron Devices, Inc., Case No. 91-1232 CA (Xxxxxx County Circuit Court), may be required to effect transfer of the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by Remainder Payment to EPA. Prior to the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow accountClosing Date, Seller shall assign it use its best efforts to Purchaserobtain FDEP's consent, either by amendment to the Consent Final Judgment or through a separate signed waiver letter, to Buyer's payment to EPA pursuant to PPA, or, at Buyer's election as provided in paragraph 3.C. below, into escrow for the soil removal. In the event FDEP determines that such an amendment is necessary and is not entered by the Closing Date, the Remainder Payment shall be paid into the Port Xxxxxxx Account, if it can be assigned, and in that case Purchaser shall pay the amount permitted by EPA in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the samePPA. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of the Premises.C.

Purchase Price. The purchase price is $(the “Purchase Price”) payable in consideration for the sale, transfer, assignment, conveyance and delivery by the Sellers to the Purchaser or its designated Affiliate of the Purchased Assets shall consist of the following: (a) On the signing assumption at the Closing by the Purchaser or one or more of this contractits designated Affiliates of the Accrued Liabilities and payment of all amounts thereof, by Xxxxxxxxx’s good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onwhen such payments come due; (b) To either (i) the extent that any required payments are made on payment in full in immediately available funds at the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased all outstanding obligations owed by the amount of payments of principal. Seller represents and warrants that Sellers under the amount shown in paragraph 3(bDIP ABL Facility or (ii) is substantially correct and agrees that only payments required the assumption at the Closing by the existing mortgage will be made between Purchaser of all outstanding obligations owed by the date hereof Sellers under the DIP ABL Facility, together with (in the cases of clauses (i) and Closing.(ii)) evidence reasonably satisfactory to the Sellers of such payment or assumption by the Purchaser; plus (c) If there is a mortgagee escrow accountthe satisfaction and extinguishment of all outstanding obligations owed by the Sellers under the DIP Term Loan Facility, Seller shall assign it together with evidence reasonably satisfactory to Purchaserthe Sellers of the satisfaction and extinguishment of all obligations of the Sellers under the DIP Term Loan Facility (including all Liens, if it can be assignedsecurity interests, Claims and in that case Purchaser shall pay payment obligations thereunder, including obligations for the amount in the escrow account to Seller at Closing.payment of lenders’ professionals’ fees); plus (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder payment of the existing mortgage, Determined Cure Costs in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in accordance with Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information.5.01(c); plus (e) Seller represents agreement to fund the Post-Closing Budget, and warrants that payment of all amounts thereunder as and when such payments come due; plus (if) Seller has delivered to Purchaser true and complete copies the Purchase Agreement Bid Amount; plus NYDOCS03/882968.12 (g) cancellation of any additional Senior Secured Notes as a result of any Credit Bid in accordance with the Bid Procedures Orders; plus (h) payment of the existing mortgage, Additional Consideration directly to the note secured thereby and any extensions and modifications thereof, (ii) Indenture Trustee for the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder benefit of the mortgage to require its immediate payment in full or to change any holders of Senior Secured Notes other term thereof by reason of than the sale or conveyance of the PremisesSponsors.

Purchase Price. The purchase price is $ (a) On The aggregate purchase price (the signing of this contract, by Xxxxxxxxx“Purchase Price”) for each Seller’s good check payable Transferred Interests shall be a cash payment in an amount equal to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable on$1,773,233. (b) To It is the extent intent of the Parties that the rights, benefits, obligations and liabilities associated with the Transferred Interests, including those set forth in the LLC Agreement, the Purchase Agreements and the Guarantees (collectively, the “Rights and Obligations”), shall transfer from Sellers to Buyer as of the Closing, with Sellers being entitled to and responsible for, as applicable, the Rights and Obligations relating to all periods prior to the date on which the Closing occurs and Buyer being entitled to and responsible for, as applicable, the Rights and Obligations relating to all periods on and following the date on which the Closing occurs; provided that in any required event the Sellers shall cease to be Members of the Company as of the Closing Date. The Parties agree to execute and deliver such additional documents, make such additional payments are made on the existing mortgage between the date hereof Parties, and Closing which reduce take such other actions as may be necessary to effect the unpaid principal amount thereof below the amount shown in paragraph 3(b), then the balance intent of the price payable at Closing under paragraph 3(dParties as set forth in the first sentence of this paragraph; provided, that notwithstanding anything to the contrary in this Section 2.2(b) or elsewhere, no further payments or adjustments shall be increased by the amount of payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing. (c) If there is a mortgagee escrow account, Buyer or either Seller shall assign it with respect to Purchaser, if it can be assigned, and in that case Purchaser shall pay the amount in the escrow account to Seller at Closing. (d) Seller shall deliver to Purchaser at Closing a certificate dated not more that 30 days before Closing signed by the holder of the existing mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined in Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information. (e) Seller represents and warrants that (i) Seller has delivered the Annual Adjustment Amount for Fiscal Year 2015, which shall be to Purchaser true and complete copies of the existing mortgageBuyer’s benefit or Buyer’s responsibility, the note secured thereby and any extensions and modifications thereofas applicable, (ii) such Seller’s Unamortized Initial Payment Amount or Accrued Negative Variable Payment (each as defined in the existing mortgage is not nowapplicable Purchase Agreements), which have been acquired by Buyer as part of the Purchase Price and at will hereafter be for the time benefit of Closing will not beBuyer, in default, and (iii) the existing mortgage does not contain Fixed Payments (as defined in the applicable Purchase Agreement) due under the Purchase Agreements on April 20, 2016, which shall be paid by Buyer, (iv) any provision that permits the holder true-up of the mortgage to require its immediate payment Monthly Capital Contributions (as defined in full the LLC Agreement) for the first Quarter of Fiscal Year 2016 made after the Closing Date in accordance with the LLC Agreement, which shall be for the benefit of Buyer or to change (v) any other term thereof by reason distributions or returns of capital to the Members of the sale or conveyance Company that occur after the Closing Date, including in respect of the PremisesWorking Capital Reserve or the Initial Coal Inventory Amount (each as defined in the LLC Agreement), which shall be for the benefit of Buyer. For the avoidance of doubt, each Seller shall remain liable for any breach of the representations and warranties made by such Seller in the applicable Purchase Agreement and for any other breach or default under the LLC Agreement or the applicable Purchase Agreement by such Seller, in each case to the extent occurring or arising from facts or circumstances prior to the Closing, regardless of whether any claim for damages or other remedy with respect thereto is made prior to, as of, or following Closing but subject in all respects to the terms and conditions of those agreements. Further, Buyer will not, without each Seller’s written consent, agree to any future amendment to the LLC Agreement or the Purchase Agreements that would result in any additional payments from any Seller hereunder or would otherwise increase the liability or diminish the rights of any Seller thereunder or hereunder.

Purchase Price. The purchase price is $(the “Purchase Price”) payable in consideration for the sale, transfer, assignment, conveyance and delivery by the Sellers to the Purchaser of the Purchased Assets shall consist of the following: (a) On the signing of this contract, by Xxxxxxxxx’s good check payable cash in an amount equal to the Escrowee sum of the Obligations (as hereinafter defineddefined in the DIP Credit Agreement) outstanding under the DIP Credit Agreement (including all letters of credit to the extent not replaced) and the Obligations outstanding under the Burdale Credit Agreement (including all letters of credit to the extent not replaced), subject to collectionin each case as of the Closing Date, which shall be used by the receipt Sellers solely for the purpose of which is hereby acknowledged, to be installments of $ which include principal, interest and escrow amounts, if any, and with any balance of principal being due and payable onsatisfying such Obligations; plus (b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid principal amount thereof below the amount shown cash in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be increased by the amount of payments $9,773,740 (the “Senior Note Payment”), which shall be applied solely to the reduction of principal. Seller represents and warrants that the amount shown outstanding obligations under the Senior Notes, as more fully set forth in paragraph 3(b) is substantially correct and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.Instruction Letter; plus (c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case the assumption at the Closing by the Purchaser shall pay of the amount in Assumed Liabilities from the escrow account to Seller at Closing.Sellers; plus (d) Seller shall deliver an amount equal to Purchaser at Closing a certificate dated not more that 30 days before Closing signed the Determined Cure Costs for Assigned Contracts payable by the holder Purchaser under Section 5.1, which shall be paid to the applicable counterparties of the existing mortgageapplicable Assigned Contracts on the Closing Date or, in form for recording, certifying the amount of the unpaid principalif later, the date to which interest has been paid and the amounts, if any, claimed such Contracts are determined to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage is a bank or other institution as defined Assigned Contracts in accordance with Section 274-a of the Real Property Law it may, instead of the certificate, furnish a letter signed by a duly authorized officer, employee or agent, dated not more then 30 days before Closing, containing the same information.5.1; plus (e) Seller represents and warrants that cash in an amount equal to $50,000 (the “Remaining Cash Portion”); The Purchase Price shall be paid by (i) Seller has delivered payment in immediate available funds of (A) an amount equal to Purchaser true the Obligations outstanding under the Burdale Credit Agreement directly to the Existing Lenders, (B) an amount equal to the Obligations outstanding under the DIP Credit Agreement directly to the DIP Lenders, (C) an amount equal to the Senior Note Payment to the Senior Note Trustee, (D) the Cash Portion to an account or accounts specified by Sellers and complete copies of (E) the existing mortgage, the note secured thereby Determined Cure Costs in accordance with Sections 2.5 and any extensions 5.1(c) and modifications thereof, (ii) execution of the existing mortgage Assignment and Assumption Agreement. The parties’ good faith estimate, as of the date hereof, of the Assumed Obligations that will be outstanding as of the Closing Date is not nowset forth on Schedule 2.4. The Sellers acknowledge that the Noteholders have a valid claim equal to the Prepetition Note Obligations and that the Senior Note Trustee has a perfected, allowed secured claim with respect thereto. 7. Schedule 2.4 to this Amendment is added to the Agreement as Schedule 2.4. 8. The Purchaser hereby waives any right or entitlement to receive the Break-Up Fee pursuant to Section 8.2 of the Agreement or otherwise. The Purchaser's right and entitlement to receive the Expense Reimbursement pursuant to Section 8.2 or otherwise shall remain in full force and effect and shall be unaffected by this waiver. 9. Except as set forth above, the Agreement shall remain unmodified and in full force and effect. 10. This Agreement shall be governed by, and at construed in accordance with, the time of Closing will not be, in default, and (iii) the existing mortgage does not contain any provision that permits the holder Laws of the mortgage State of New York and, to require its immediate payment in full or to change any other term thereof by reason of the sale or conveyance of extent applicable, the PremisesUnited States Bankruptcy Code.