Common use of Closing Procedure Clause in Contracts

Closing Procedure. The transaction contemplated in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. (i) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The transaction contemplated in this purpose of the Access Easement Agreement will be closed (“Closing”) to permit Buyer various access points to the Building in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery service of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment its anticipated storage-related use of portions of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email)Building. Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end will be responsible for all maintenance of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable easement area subject to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Access Easement Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated Closing is anticipated to occur in escrow in accordance with the following terms and conditions: (a) Seller shall have delivered to Escrow Agent on or prior to May 25, 2011 (the “Pre-Closing Delivery Date”), this Agreement will be closed duly executed by Seller, and upon receipt of the foregoing, Escrow Agent shall have delivered to Seller this Agreement duly executed by Escrow Agent. (b) Seller shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the undated Seller’s Closing Deliveries described in Sections 5.1(a)-(d), (f)-(k), (o)-(q) and (t)-(x) of this Agreement (the “ClosingSeller’s Escrow Deliveries”). (c) Purchaser shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the sum of $30,000,000.00 (the “Good Faith Deposit”). (d) The Board of Directors of the indirect parent entity of Purchaser (the “Board of Directors”) shall have had a meeting of the Board of Directors on or about May 26, 2011 (the “Approval Date”) approving this Agreement and the transactions contemplated herein (the “Approval”). (e) Promptly following the Approval, the Purchaser shall deliver to Escrow Agent via facsimile or electronic mail, on or about the Approval Date (i) a letter confirming the Approval, (ii) this Agreement duly executed by Purchaser and (iii) the undated Purchaser’s Closing Deliveries described in Sections 5.2(a) and (c)-(e), (g) and (h) of this Agreement (the “Purchaser’s Escrow Deliveries”). (f) Upon receipt of the Agreement executed by Seller, Purchaser and Escrow Agent, the Good Faith Deposit, the Seller’s Escrow Deliveries and the Purchaser’s Escrow Deliveries (collectively, the “Closing Escrow Deliveries”), Escrow Agent shall (i) date the Agreement as of the date of the Approval Date and (ii) deliver written notice via email to ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ at ▇▇▇▇▇▇▇-▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ on behalf of Seller and to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ on behalf of Purchaser confirming that Escrow Agent is holding in escrow the Closing Escrow Deliveries (the “Closing Deliveries Notice”), at which time it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm with one another that the requirements in Sections 6.2(a)-(f) have been satisfied. (g) Upon receipt of the Closing Deliveries Notice, which is anticipated to occur on or about May 26, 2011, Seller shall properly deliver to ▇▇▇▇▇ ▇▇▇▇▇▇ the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter to the notice parties set forth on the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter via hand delivery, signature required and via facsimile. (h) Promptly following the delivery of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter pursuant to the terms of this Agreement, Seller shall deliver to Purchaser, authentic delivery confirmation receipts evidencing receipt of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination by ▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with the ▇▇▇▇▇ ▇▇▇▇▇▇ Lease, each signed for by (i) the ▇▇▇▇▇ ▇▇▇▇▇▇ notice parties or the personnel, employees or agents thereof or (ii) in the event of refusal of acceptance of delivery of such ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter, a certified letter from the legal representative of Seller who attempted to make such delivery certifying, inter alia, that such delivery was refused by an employee or representative of ▇▇▇▇▇ ▇▇▇▇▇▇, and, to the extent available, facsimile confirmation receipts evidencing receipt by ▇▇▇▇▇ ▇▇▇▇▇▇ of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter, all in a form and substance satisfactory to Purchaser (the “▇▇▇▇▇ ▇▇▇▇▇▇ Termination Evidence”) and dated as of the date on which the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter was received in accordance with the terms of the ▇▇▇▇▇ ▇▇▇▇▇▇ Lease (the “▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date”), which is anticipated to occur on or about May 26, 2011. (i) Upon satisfaction of Section 6.2(h), it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm that the requirements under Section 6.2(h) and Section 6.1 hereof have been satisfied, and Purchaser shall deliver written notice (which such written notice may be via email or facsimile) to Escrow Agent, confirming that the Escrow Agent is (i) authorized to initiate delivery via wire transfer of an amount equal to the Good Faith Deposit, less certain closing costs, for a total amount as set forth on the Settlement Statement, but which such amount is anticipated to be approximately $21,077,587.87 to Seller pursuant to the wire instructions attached to the Settlement Statement, (ii) confirming the closing and (iii) authorizing Escrow Agent to immediately upon receipt, and without further instruction from Purchaser, wire transfer to Seller the balance of the Purchase Price due to Seller and the Amendment Fee Reimbursement, which such total amount is anticipated to be approximately $213,343,025.40, but in any event such amount as set forth on the Settlement Statement (the “Final Wire Amount”), and which such notice shall be irrevocable. (j) On the next Business Day morning following the ▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date, Malaysia Time (MYT), which such date is anticipated to occur on or about May 27, 2011 MYT, and provided that the conditions in Section 6.2(i) above have been satisfied, Purchaser will send via wire transfer to Escrow Agent, the Final Wire Amount, and thereafter between 5:00 PM and 7:00 PM MYT, Purchaser shall be authorized to make such disclosures as required by Purchaser to Bursa Malaysia, and such disclosure shall not be deemed a violation or breach of Section 6.2(k), Section 6.2(p) or any other provision hereof. (k) Upon receipt of a federal reference number or equivalent evidence by Escrow Agent on December 1evidencing that Purchaser has sent the Final Wire Amount, 2011 Purchaser and Seller shall be authorized at 9:00 AM, Eastern Time (9:00 PM MYT), or such other time as agreed to by Seller and Purchaser, to release their respective press releases and disclose the transactions contemplated herein to the public, provided, however, that nothing in the foregoing shall prevent Purchaser from making such disclosures as described in Section 6.2(j) above. (l) Upon confirmation that Seller has received the Final Wire Amount, Escrow Agent shall be authorized to: (i) date the Seller’s Escrow Deliveries (excluding the Agreement) and the Purchaser’s Escrow Deliveries (excluding the Agreement), effective as of the date of the ▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date (the “Closing Date”); provided, howeverwhich the Parties anticipate will be on May 26, Buyer shall have 2011; (ii) release from Escrow to the right to unilaterally extend Purchaser, the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s noticeEscrow Deliveries, excluding the Deed, which Extension Deposit shall will be non-refundable except disbursed as expressly provided herein and shall represent additional consideration for set forth below; (iii) release from Escrow to the Seller, the Purchaser’s extension of the Closing Date. Failure to timely Escrow Deliveries; (iv) make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from other remaining disbursements as is required under the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1Settlement Statement; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.and

Closing Procedure. The transaction contemplated Subject to the conditions set forth in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent Agreement, Seller and Buyer agree to consummate all of the following closing transactions on December 1, 2011 (“the Closing Date”); provided: (a) Seller will assign and transfer to Acquisition Sub good and valid title in and to the Business Shares, howeverfree and clear of all Liens, by delivering to Acquisition Sub stock certificates representing the Business Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached. (b) Seller will deliver or cause to be delivered to Buyer shall have all of the right to unilaterally extend following: (i) certificates representing the Business Shares duly endorsed for transfer by Seller or accompanied by a duly executed stock power; (ii) an irrevocable standby letter of credit (the "Letter of Credit") having an initial term commencing as of the Closing Date to December 15and continuing thereafter until March 31, 2011 if 2003 (the "Initial Letter of Credit Period"), issued by a nationally recognized bank, naming Buyer has not received as beneficiary, and issued at all times for the Threshold Estoppels upon delivery account of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million $25,000,000 (the "Letter of Credit Amount"), which letter of credit (A) may be drawn upon by Buyer at any time upon (1) any failure of Seller and No/100 Dollars Parent to satisfy their indemnification obligations under Article XI of this Agreement or ($20,000,000.002) (“Extension Deposit”) any failure by the end issuer to extend the term of the next business letter of credit at Buyer's request during the thirty (30) day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension period prior to the expiration of the Closing Date. Failure to timely make such Extension Deposit Initial Letter of Credit Period or otherwise timely close shall constitute a material breach thereafter through and including the second anniversary of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (after which no such letter of credit shall be required) and (B) shall contain such other terms as Buyer may reasonably request; provided that the Letter of Credit Amount shall be extended as noted above), reduced on a dollar for dollar basis for (i) each drawing made in respect of such Letter of Credit and (ii) any payment made by Seller or Parent in respect of their indemnification obligations under Article XI of this Agreement; (iii) the Transition Services Agreement substantially in the form attached hereto as Exhibit C (the "Transition Services Agreement") and the Noncompetition Agreement substantially in the form attached as Exhibit D (the "Noncompetition Agreement") both duly executed by Parent, Seller and each Seller Entity, as applicable; (iv) original releases of, or written authorizations from Seller's creditors (or the relevant debtor's creditors) to release, all Liens on the Business Assets (other than Permitted Liens) including, without limitation, releases of Buyer’s rights each mortgage of record and reconveyances of each deed of trust with respect to each parcel of Real Property; (v) certificates of Seller and each Seller Entity in form and substance reasonably acceptable to Buyer, dated the acquisition Closing Date, stating that the conditions precedent set forth in Sections 9.01(a), 9.01(b) and 9.01(f) have been satisfied; (vi) a copy of the Propertytext of the resolutions adopted by the board of directors of Parent and Seller authorizing the execution, shall terminatedelivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement; together with a certificate or certificates executed on behalf of Seller by their respective corporate secretaries certifying to Buyer that each such copy is correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded in any respect; (vii) incumbency certificates executed on behalf of Parent and Seller certifying the parties signature and office of each officer executing this Agreement or any of the Ancillary Agreements; (viii) resignations (effective as of the Closing) from all of the directors of the Seller Entities and such officers of the Seller Entities as Buyer shall have requested prior to the rights Closing; (ix) a copy of the certificate or articles of incorporation of each of Seller and obligations the Seller Entities, duly certified as provided of a recent date by the Secretary of State of their respective jurisdictions of incorporation; (x) the minute books, stock transfer records and corporate seal (if in Article 9existence) of each Seller Entity and all other materials related to their corporate administration; and (xi) such other certificates, documents and instruments as Buyer may reasonably request related to the transactions contemplated hereby. (c) Buyer will deliver or cause to be delivered to Seller all of the following: (i) certificates representing all of the Buyer Shares; (ii) the Cash Purchase Price, by wire transfer in immediately available funds to an account designated by Seller; (iii) a certificate of Buyer in form and substance reasonably acceptable to Seller, dated the Closing Date, stating that the conditions precedent set forth in Sections 9.02(a) and 9.02(b) have been satisfied; (iv) the Noncompetition Agreement and the Transition Services Agreement, both duly executed by Buyer; (v) a copy of the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement; along with a certificate or certificates executed on behalf of Buyer by its corporate secretary certifying to Seller that such copy is correct and complete, and upon requestthat such resolutions were duly adopted and have not been amended or rescinded; (vi) incumbency certificates executed on behalf of Buyer certifying the signature and office of each officer executing this Agreement or any of the Ancillary Agreements; and (vii) such other certificates, Escrow Agent shall return documents and instruments as Seller may reasonably request related to the partiestransactions contemplated hereby. (d) Immediately prior to the Closing, respectively (except as otherwise provided herein)Seller and each Seller Entity shall consummate the transfer of the Seller Entity Assets to Seller and the assumption of the Seller Entity Assumed Liabilities by Seller pursuant to the Intercompany Agreement and shall have delivered to Buyer the Intercompany Agreement, the documents and funds deposited into Escrowduly executed by all parties thereto.

Closing Procedure. The transaction Company shall promptly deliver to Purchasers' counsel, in trust, Notes and Warrants, registered in the names of the Purchasers as indicated on the signature pages to this Agreement, representing all of the Notes and all of the Warrants, with instructions that such Notes and Warrants are to be held in escrow for release to the Purchasers only upon payment of the Purchase Price to the Company and confirmation of receipt by the Company or its counsel. Upon receipt by counsel to the Purchasers of the Notes and Warrants and the execution and/or delivery of such other documents contemplated hereby to be executed and/or delivered on or prior to the Closing, each Purchaser shall promptly cause a wire transfer in this Agreement will same day funds to be closed (“Closing”) sent to the account of the Company as instructed in Escrow writing by Escrow Agent on December 1the Company, 2011 (“Closing Date”); providedin an amount representing the Purchase Price for such Purchaser, provided however, Buyer shall have that The Tail Wind Fund Ltd. ("Tail Wind") may, at its option, pay a portion of its Purchase Price by surrendering to the right Company that certain 7.5% Convertible Debenture Due December 17, 2002 in the original principal amount of $1 million which was issued to unilaterally extend Tail Wind on or about December 17, 1999 (the "Debenture"). If Tail Wind elects to so pay a portion of the Purchase Price by surrendering the Debenture, then (a) the aggregate amount of principal and accrued interest outstanding under the Debenture as of the Closing Date shall be applied toward payment of the Purchase Price hereunder, with the remainder payable in cash, and (b) the principal amount under the Note issued to December 15, 2011 if Buyer has not received Tail Wind shall be divided into two separate tranches as provided in the Threshold Estoppels upon delivery form of written notice to Seller and Escrow Agent no later than Note. As of November 29, 2011 and payment of 2002 the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the aggregate amount of Twenty Million principal and No/100 Dollars (accrued interest outstanding under the Debenture is or will be equal to $20,000,000.00) (“Extension Deposit”) by 1,031,042. On the end of date the next business day following Buyer’s receipt of Seller’s noticeCompany or its counsel receives such funds and, which Extension Deposit if applicable, the surrendered Debenture, the Notes and the Warrants shall be non-refundable except as expressly provided herein released to the Purchasers (and such date shall represent additional consideration for Seller’s extension of be deemed the "Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above"), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement 4.1 Delivery and sale of the Subscription Receipts and payment of the Subscription Amount will be closed completed (the “Closing”) via electronic exchange or at the offices of the Issuer’s counsel, Sangra Moller LLP, in Escrow by Escrow Agent Vancouver, British Columbia at such time (the “Closing Time”) on December 1, 2011 such date (the “Closing Date”); provided) as the Issuer and the Agent may mutually determine, howeverand the delivery of certificates representing the Subscription Receipts shall be made in Vancouver, Buyer shall have the right to unilaterally extend British Columbia. If, by the Closing Date Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment satisfaction of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company Issuer and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) Agent or waived by the end Issuer and the Agent, the Agent shall deliver all completed Subscription Agreements, which shall be countersigned by the Issuer, and such other documentation as may be required pursuant to this Subscription Agreement and the Agency Agreement to the Issuer and the aggregate Subscription Amount for Subscription Receipts has been paid in accordance with the terms hereof, the Issuer shall deliver to the Agent (i) certificates representing the Subscription Receipts; and (ii) such other documentation as may be required pursuant to this Subscription Agreement and the Agency Agreement. 4.2 If, prior to the Closing Time, the terms and conditions contained in this Subscription (other than evidence of issue of the next business day following Buyer’s receipt Subscription Receipts) and the Agency Agreement have not been complied with to the satisfaction of Seller’s noticethe Agent or the Issuer, or waived by the Agent or the Issuer, as applicable, the Agent, the Issuer and the Subscriber will have no further obligations under this Subscription. 4.3 In the event that the purchase and sale of the Subscription Receipts contemplated by this Subscription and the Agency Agreement are not otherwise completed or only completed in part, the Issuer shall, as the case may be, immediately return this Subscription and the total Subscription Amount for the subscribed Subscription Receipts or return the part of the Subscription Amount representing the number of Subscription Receipts in respect of which Extension Deposit shall be non-refundable except this Subscription was not completed, all without interest or deduction. 4.4 The Subscriber, on its own behalf and on behalf of any Disclosed Principal for whom the Subscriber is contracting under this Subscription, acknowledges and agrees that the Issuer and the Agent are relying on the truth and accuracy of the representations, warranties, acknowledgments and agreements of the Subscriber contained in this Subscription as expressly provided herein of the date of this Subscription, and shall represent additional consideration for Seller’s extension as of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach Time as if made at and as of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30Time, 2011 if Seller has not been able to obtain estoppel certificates from and that completion of the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction transactions contemplated by this Agreement fails Subscription are subject to close by fulfillment of the following additional conditions prior to the Closing Date Time: (a) at or prior to 4:00 p.m. (Vancouver time) on the day which is at least two business days prior to the Closing Date: (i) the Subscriber having made payment arrangements for the Subscription Amount in a manner acceptable to the Agent; (ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable schedules and Forms attached hereto) to: Name & Title: ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director Issuer Name: Research Capital Corporation Address:#1920 – ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Email Address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (please see the Instructions listed on the face page hereof); (b) the Subscriber having executed and returned to the Issuer, at the Issuer’s request, all other documents as may be extended required by the Applicable Securities Laws or any other laws for delivery by the Issuer on behalf of the Subscriber; (c) the Issuer having obtained all necessary approvals and consents, including any necessary regulatory approvals, in respect of the Offering; (d) the Issuer having accepted the Subscriber’s subscription, in whole or in part; (e) the truth and accuracy, at the time of acceptance and as noted above)at Closing, of the Subscriber’s representations warranties and acknowledgements under this Subscription Agreement, ; (f) the closing conditions contained in the Agency Agreement having been satisfied or waived by the relevant party; and (g) the issue and all sale of Buyer’s rights with respect the Subscription Receipts being exempt from the requirement to file a prospectus or registration statement under Applicable Securities Laws relating to the acquisition sale of the PropertySubscription Receipts, shall terminateor the Issuer having received such orders, consents or approvals as may be required to permit such sale without the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return requirement to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowfile a prospectus or registration statement.

Closing Procedure. A. At the Closing, the Seller shall (a) deliver to the Purchaser, (b) deliver to the Escrow Agent, or (c) cause a national title company acceptable to the Purchaser (the “Title Company”) to issue, as appropriate, the following, all in form and substance reasonably satisfactory to the Purchaser, as applicable: For any Parcel then owned by the Seller: A deed in the form required by the County, duly executed and acknowledged by the Seller, conveying to the Purchaser, or the Purchaser’s designee, good, marketable title to the Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. For any Parcel where the Seller has only an option, An assignment of the Seller’s option in such Parcel, in the form and substance reasonably satisfactory to the Purchaser, transferring to the Purchaser, or the Purchaser’s designee, the Seller’s option in such Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. The transaction option exercise price shall be deducted from the Purchase Price. And provided further, the Seller shall deliver, (i) An affidavit executed by the Seller, stating the Seller’s U. S. Taxpayer identification number and that the Seller is not a “foreign person” (as defined under the Foreign Investment in Real Land Tax Act and the regulations promulgated thereunder) and that the Purchaser is not required to withhold any portion of the Purchase Price under the provisions of such Act. (ii) The Title Policy in the form required under Article VI. (iii) All such further instruments and documents as are normally made or delivered in connection with the sale of property similar to the Property in the county and state where the Property is located or as may be necessary, expedient, proper, or appropriate in the reasonable opinion of the Purchaser or the Purchaser’s counsel, in order to complete the transactions contemplated in by this Agreement. B. On the date of the Closing, and provided that all conditions precedent to the Purchaser’s obligations under this Agreement will are satisfied, the Purchaser shall deliver to the Escrow Agent, the amount of the Purchase Price (less credits, adjustments, and prorations in accordance with this Agreement) by wire transfer or other immediately available funds. C. On the date of Closing, the Escrow Agent shall disburse the Purchase Price (as adjusted by prorations, adjustments and credits and the Seller’s closing costs) to the Seller, and the Seller shall deliver possession of the Property to the Purchaser in the same condition as the Property exists on the Effective Date, ordinary wear and tear excepted. D. The Seller shall pay: (i) any State or local transfer or stamp taxes or similar charges; (ii) the cost of recording the instruments of conveyance and any releases of Removable Liens, as hereinafter defined, or other unpermitted exceptions; and (iii) the cost of issuing the title commitment, title policy and survey. The Purchaser shall pay the cost of recording any instruments securing financing of the Purchaser’s acquisition. The cost of the closing escrow and all other closing costs shall be closed borne one-half by each of the Purchaser and the Seller. Each party shall pay for its own attorneys. E. If the Property is agriculturally assessed, then at the Closing, the Seller and the Purchaser shall enter into an escrow agreement (the “ClosingRollback Tax Escrow Agreement”) relative to the treatment and handling of any agricultural recoupment or roll-back tax to become due and owing after Closing as a consequence of the change in use of the Property from agricultural to non- agricultural. The Rollback Tax Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Agreement shall have provide that the right to unilaterally extend burden of the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and future payment of the Extension Deposit as required below. Upon receiving such notice, agricultural recoupment or roll-back tax shall be borne by the parties in proportion to their periods of ownership during the period covered by the recoupment or roll-back. (i) The Rollback Tax Escrow Agreement shall provide that the Seller shall open a separate pay into escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in at Closing the amount of Twenty Million agricultural recoupment tax or rollback tax which the applicable county auditor estimates could be due and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by owing in connection with the end potential immediate conversion of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be Parcel to non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificatesagricultural uses. If the transaction contemplated by this Agreement fails Purchaser elects to close by continue agricultural use of the Parcel beyond the Closing, proportionate amounts of the escrow sum shall be refunded to the Seller on an annual basis for each tax year following Closing Date (that the Property remains classified for agricultural uses. The terms and conditions of the escrow, release and responsibility of the parties to pay the agricultural recoupment tax shall be addressed in further detail in the Rollback Tax Escrow Agreement. F. The Seller provides no warranty as to the validity or enforceability against the Seller thereof of any option on any Property which may be extended as noted above), transferred pursuant to this Agreement, and all any right of Buyer’s rights with respect the Seller hereunder is made expressly subject to the acquisition terms of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowsuch option.

Closing Procedure. 7.01 The transaction contemplated Purchaser will cause the Purchaser’s Solicitor to hold the Transfer and other documents delivered pursuant to section 6.02 in trust to be dealt with in accordance with this Agreement Article. 7.02 The Purchaser’s Solicitor, or the solicitor’s agent, will conduct a pre-registration search of title to the Land and, upon being satisfied that title to the Land is registered in the name of the Vendor free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, the Purchaser’s Solicitor, or the solicitor’s agent, will apply to register the Transfer in the land title office. 7.03 After applying to register the Transfer in the land title office in accordance with section 7.02, the Purchaser’s Solicitor, or the solicitor’s agent, will conduct a post-deposit search of the title to the Land and, upon confirming that in the normal course of procedure in the land title office the Purchaser will be closed (“Closing”) registered as owner in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment fee simple of the Extension Deposit as required below. Upon receiving such noticeLand free and clear of all liens, Seller shall open a separate escrow account with Title Company charges and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in encumbrances except the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by Permitted Encumbrances, the end Purchaser’s Solicitor, at the Purchaser’s expense, will deliver to the Vendor the balance of the next business day following Buyer’s receipt Purchase Price, and GST if any, to be remitted to the Vendor in accordance with section 3.02, a copy of Seller’s noticethe Transfer with registration particulars noted on it. 7.04 If the Purchaser is relying upon a new mortgage to finance the Purchase Price, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Purchaser, while still required to pay the Purchase Price on the Closing Date. Failure , may wait to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to pay the Purchase Price at Closing. In addition to the foregoingVendor until after the Transfer and new mortgage documents have been lodged for registration in the land title office, Seller shall have but only if, before such lodging, the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement Purchaser has: (a) made available for tender to the contrary, if Seller has extended Vendor that portion of the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close Purchase Price not secured by the Closing Date new mortgage; (as may be extended as noted above), this Agreement, and b) fulfilled all of Buyerthe new mortgagee’s rights with respect conditions for funding except lodging the mortgage for registration; and (c) made available to the acquisition Vendor the Purchaser’s Solicitor’s undertaking to pay the Purchase Price upon the lodging of the Property, shall terminate, the parties shall have the rights Transfer and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrownew mortgage documents.

Closing Procedure. The transaction contemplated in this Agreement will be closed At the Closing, a. Seller shall: i. Execute and deliver to the escrow agent for recording a special warranty deed, conveying title to the Property to Buyer, subject to the Permitted Exceptions; ii. Execute and deliver the Ground Lease, and the related Memorandum and Notice of Lease and Option to Purchase Real Estate; iii. Execute and deliver that certain Public Improvements Use Fee Agreement, and any Related Documents (as such term is defined therein); iv. Execute and deliver that certain ▇▇▇▇▇▇▇▇’s Consent of Assignment; ▇. ▇▇▇▇▇ the escrow agent to deliver to Buyer a standard owner’s policy of title insurance (“ClosingTitle Policy”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment total amount of the Extension Deposit Purchase Price in which Buyer appears as required belowthe insured, subject only to Permitted Exceptions. Upon receiving such noticeShould Buyer desire extended coverage or policy endorsements, Seller shall open a separate cause the escrow account with Title Company and notify Buyer thereof (which may occur by email). agent to deliver the same, provided that Buyer shall thereafter deposit an extension fee into such separate account in pay for any additional premiums or other costs; and vi. Execute all documents and do all things reasonably required to close the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) transaction, including, without limitation, execute all documents reasonably requested by the end of the next business day following escrow agent or Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except such as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to settlement statements. b. Buyer shall: i. Deliver the Purchase Price at Closingis readily available funds;[Discuss timing of closing and MBOI loan funding.] ii. In addition to the foregoingExecute and deliver that certain special warranty deed and bill of sale, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agentaccompanying escrow agreement, to unilaterally extend the Closing Date to December 30, 2011 be held and released by escrow agent if Seller has not been able exercises its option to obtain estoppel certificates from purchase the Existing Occupants listed on Schedule 1 Property; iii. Execute and deliver the Ground Lease, and the related Memorandum and Notice of EXHIBIT I-1; provided, however, Lease and Option to Purchase Real Estate; iv. Execute and deliver that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this certain Public Improvements Use Fee Agreement, and any Related Documents (as such term is defined therein); v. Execute and deliver that certain ▇▇▇▇▇▇▇▇’s Consent of Assignment; and vi. Execute all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowdo all things reasonably required to close the transaction, including, without limitation, execute all documents reasonably requested by the escrow agent or Seller, such as settlement statements.

Closing Procedure. The Subject to Borrower providing Lender with prior written notice of at least 2 days, the closing of the transaction contemplated in this Agreement will be closed relation to the Loan (the “Loan Closing”) shall occur no later than or on August 31st, 2017, following satisfaction or waiver of all the conditions precedent to the Loan Closing, or at such other time, date and place as may be agreed by the Parties in Escrow by Escrow Agent on December 1, 2011 writing (the time and date of the Loan Closing being herein referred to as the “Loan Closing Date”). Immediately prior to the Loan Closing, the Borrower shall deliver to the Lender a certificate signed by an officer of the Borrower, in the form attached as Schedule E, confirming that all conditions precedent to the Loan Closing as set out in Section ‎3.1 above have been met and complied with. At the Loan Closing (or at the dated specified below), the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 3.2.1. The Borrower shall deliver to Lender original certificates evidencing registration and perfection of the Loan Securities - except for the Equity Pledge and the Mandate to Sell - no later than 14 Business Days following the Loan Closing Date. The Lender may, at its option, put in place all the formalities necessary to have the Equity Pledge agreement formalized and registered with the competent Companies’ Business Register; 3.2.2. The Borrower shall deliver to Lender approvals of the Board of Directors of the Borrower no later than 14 Business Days following the Loan Closing Date, evidencing the nomination of the authorized signatories on behalf of the Lender and the SPV in the Bank Account, and the SPV’s Bank Accounts; providedand shall deliver to Lender approvals of the relevant banks to the Lender’s satisfaction, howeverevidencing receipt of documents nominating the authorized signatories on behalf of the Lender and the SPV in the Bank Account, Buyer and the SPV’s Bank Accountsno later than 30 Business Days following the Loan Closing Date as set forth in Section 10.9.2. 3.2.3. The Borrower shall deliver to Lender an executed irrevocable instruction notice to the SPV in the from attached hereto as Schedule F, that: (a) all Distributions to the Borrower shall be payable solely to the Bank Account; and (b) the Participator, as an observer to the Board of Directors of the SPV and of the Borrower, on behalf of the Lender, shall be invited to any such meeting and shall have the right information rights as set forth in Schedule F. The irrevocable instructions notice shall be submitted to unilaterally extend the SPV within 14 Business Days following the Loan Closing Date Date. 3.2.4. The Borrower shall deliver to December 15Lender the Subordination Agreement in the form attached hereto as Schedule B, 2011 if Buyer has not received duly signed by the Threshold Estoppels upon delivery of written notice Borrower and BSC. 3.2.5. The Borrower shall deliver to Seller and Escrow Agent no later than November 29, 2011 and payment Lender certified copies of the Extension Deposit as resolutions of BSC and Borrower’s relevant corporate bodies required below. Upon receiving such noticefor approving the execution, Seller shall open a separate escrow account with Title Company delivery and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end performance of the next business day Loan Documents and all other documents and actions contemplated thereby; 3.2.6. The Lender shall make the Loan, less the Transaction Fee and less the BSC’s Transaction Fee, available to the Borrower as set forth in Section 2.2 above; 3.2.7. The Borrower shall use the Loan solely as stipulated in this Agreement; 3.2.8. Within 7 Business Days following Buyerthe Loan Closing the Borrower shall provide the Lender with a resolution of the SPV’s receipt board of Seller’s notice, directors pursuant to which Extension Deposit the Participator on behalf of the Lender shall be non-refundable except invited to participate as expressly provided herein an observer in any board of directors meetings of the SPV and shall represent additional consideration for Seller’s extension receive all correspondence accordingly and have the information rights specified under Schedule F. The Borrower shall provide the Participator with all resolutions of the Closing Date. Failure to timely make shareholder meetings (written resolution and protocol of shareholder meetings) within 7 Business Days of such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowmeeting.

Closing Procedure. The transaction contemplated in this Agreement will be closed With respect to the closing procedure, the following procedure is agreed: a) One (“Closing”1) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Banking Day prior to the closing Buyers / Buyers’ Bank shall have remit the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition plus sufficient funds for bunkers, lubeolls and other monies payable pursuant to Clause 7 of this Agreement (together the Other Funds) to Sellers’ Bank„ such funds to be held by Sellers’ Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the foregoingSellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank. b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be paid out to the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Banks representatives identity and confirm that they have sufficient authority to release the Deposit and the other Funds. For this purpose, Seller shall have Buyers / Buyers’ Bank and Sellers’ representatives to present original passport or identity card if and as required by the right, upon Deposit Holder and/or Sellers’ Bank. c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry. d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter. e) (If required) Buyers and/or Sellers to check with the Vessel and any third parties not present at the closing that they are ready to proceed with the delivery of written notice the Vessel. Sellers to Buyer check with the German Registry that (i) the recorded mortgage(s) will be deleted and Escrow Agentthe certificate of freedom from encumbrances issued immediately after the mortgagee(s) give instructions, to unilaterally extend (ii) the Closing Date to December 30Vessel will be deleted immediately after submission of the signed protocol of delivery and acceptance, 2011 if Seller has not been able to obtain estoppel and (iii) that the relevant certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement will be provided by fax or email to the contrary, if Seller has extended closing meeting. f) The mortgagee(s) to confirm that they are ready to discharge the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovemortgage(s), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. A. At the Closing, the Seller shall (a) deliver to the Purchaser, (b) deliver to the Escrow Agent, or (c) cause a national title company acceptable to the Purchaser (the “Title Company”) to issue, as appropriate, the following, all in form and substance reasonably satisfactory to the Purchaser, as applicable: For any Parcel then owned by the Seller: A deed in the form required by the County, duly executed and acknowledged by the Seller, conveying to the Purchaser, or the Purchaser’s designee, good, marketable title to the Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. For any Parcel where the Seller has only an option, An assignment of the Seller’s option in such Parcel, in the form and substance reasonably satisfactory to the Purchaser, transferring to the Purchaser, or the Purchaser’s designee, the Seller’s option in such Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. The transaction option exercise price shall be deducted from the Purchase Price. And provided further, the Seller shall deliver, (i) An affidavit executed by the Seller, stating the Seller’s U. S. Taxpayer identification number and that the Seller is not a “foreign person” (as defined under the Foreign Investment in Real Land Tax Act and the regulations promulgated thereunder) and that the Purchaser is not required to withhold any portion of the Purchase Price under the provisions of such Act. (ii) The Title Policy in the form required under Article VI. (iii) All such further instruments and documents as are normally made or delivered in connection with the sale of property similar to the Property in the county and state where the Property is located or as may be necessary, expedient, proper, or appropriate in the reasonable opinion of the Purchaser or the Purchaser’s counsel, in order to complete the transactions contemplated in by this Agreement. B. On the date of the Closing, and provided that all conditions precedent to the Purchaser’s obligations under this Agreement will are satisfied, the Purchaser shall deliver to the Escrow Agent, the amount of the Purchase Price (less credits, adjustments, and prorations in accordance with this Agreement) by wire transfer or other immediately available funds. C. On the date of Closing, the Escrow Agent shall disburse the Purchase Price (as adjusted by prorations, adjustments and credits and the Seller’s closing costs) to the Seller, and the Seller shall deliver possession of the Property to the Purchaser in the same condition as the Property exists on the Effective Date, ordinary wear and tear excepted. D. The Seller shall pay: (i) any State or local transfer or stamp taxes or similar charges; (ii) the cost of recording the instruments of conveyance and any releases of Removable Liens, as hereinafter defined, or other unpermitted exceptions; and (iii) the cost of issuing the title commitment, title policy and survey. The Purchaser shall pay the cost of recording any instruments securing financing of the Purchaser’s acquisition. The cost of the closing escrow and all other closing costs shall be closed borne one-half by each of the Purchaser and the Seller. Each party shall pay for its own attorneys. E. If the Property is agriculturally assessed, then at the Closing, the Seller and the Purchaser shall enter into an escrow agreement (the “ClosingRollback Tax Escrow Agreement”) relative to the treatment and handling of any agricultural recoupment or roll-back tax to become due and owing after Closing as a consequence of the change in use of the Property from agricultural to non- agricultural. The Rollback Tax Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Agreement shall have provide that the right to unilaterally extend burden of the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and future payment of the Extension Deposit as required below. Upon receiving such notice, agricultural recoupment or roll-back tax shall be borne by the parties in proportion to their periods of ownership during the period covered by the recoupment or roll-back. (i) The Rollback Tax Escrow Agreement shall provide that the Seller shall open a separate pay into escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in at Closing the amount of Twenty Million agricultural recoupment tax or rollback tax which the applicable county auditor estimates could be due and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by owing in connection with the end potential immediate conversion of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be Parcel to non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificatesagricultural uses. If the transaction contemplated by this Agreement fails Purchaser elects to close by continue agricultural use of the Parcel beyond the Closing, proportionate amounts of the escrow sum shall be refunded to the Seller on an annual basis for each tax year following Closing Date (that the Property remains classified for agricultural uses. The terms and conditions of the escrow, release and responsibility of the parties to pay the agricultural recoupment tax shall be addressed in further detail in the Rollback Tax Escrow Agreement. F. The Seller provides no warranty as to the validity or enforceability against the Seller theroef of any option on any Property which may be extended as noted above), transferred pursuant to this Agreement, and all any right of Buyer’s rights with respect the Seller hereunder is made expressly subject to the acquisition terms of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowsuch option.

Closing Procedure. The transaction contemplated in this Agreement will be closed (term “Closing” shall mean the date upon which the documents described in Sections 5.2 and 5.3 are executed and delivered in accordance with the terms of those Sections, Escrow Holder has taken those actions set forth in Section 5.4, payment is made to Seller of the Purchase Price (net of adjustments allowed by this Agreement) by release of the Escrow Deposit, and Escrow Holder’s delivery of the Seller Note, to Seller, and the Deed (as defined in Section 5.2 below) and Seller Trust Deed are recorded in the Official Records. The Closing shall be effected through an escrow (the “Escrow”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure If Closing has not occurred prior to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of the Outside Closing Date, either party not then in default (following notice and opportunity to cure, as provided in Section 12) may terminate this Agreement. The Extension Agreement by written notice to the other party and to Escrow Holder, and thereupon the Escrow Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice returned to Buyer and by Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this AgreementHolder, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and no further obligations as provided in Article 9under this Agreement except for those provisions (including this provision) that expressly survive termination of this Agreement; provided, and upon request, Escrow Agent shall return that if Closing has not occurred prior to the partiesOutside Closing Date due to a failure of a Buyer condition precedent pursuant to Section 4, respectively (except as otherwise provided herein)then Section 4.15 shall apply. To fully effectuate this Agreement, Seller and Buyer agree to execute such separate or additional escrow instructions or other documents reasonably requested by Escrow Holder, the documents terms and funds deposited conditions of same to be mutually agreed to by the parties hereto. This Agreement shall not be merged into Escrowany such separate or additional escrow instructions, but the latter shall be deemed auxiliary to this Agreement and the provisions of this Agreement shall be controlling as between the parties hereto and any such separate or additional escrow instructions shall expressly so provide.

Closing Procedure. The transaction contemplated Closing is anticipated to occur in escrow in accordance with the following terms and conditions: (a) Seller shall have delivered to Escrow Agent on or prior to May 25, 2011 (the “Pre-Closing Delivery Date”), this Agreement will be closed duly executed by Seller, and upon receipt of the foregoing, Escrow Agent shall have delivered to Seller this Agreement duly executed by Escrow Agent. (b) Seller shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the undated Seller’s Closing Deliveries described in Sections 5.1(a)-(d), (f)-(k), (o)-(q) and (t)-(x) of this Agreement (the “ClosingSeller’s Escrow Deliveries”). (c) Purchaser shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the sum of $30,000,000.00 (the “Good Faith Deposit”). (d) The Board of Directors of the indirect parent entity of Purchaser (the “Board of Directors”) shall have had a meeting of the Board of Directors on or about May 26, 2011 (the “Approval Date”) approving this Agreement and the transactions contemplated herein (the “Approval”). (e) Promptly following the Approval, the Purchaser shall deliver to Escrow Agent via facsimile or electronic mail, on or about the Approval Date (i) a letter confirming the Approval, (ii) this Agreement duly executed by Purchaser and (iii) the undated Purchaser’s Closing Deliveries described in Sections 5.2(a) and (c)-(e), (g) and (h) of this Agreement (the “Purchaser’s Escrow Deliveries”). (f) Upon receipt of the Agreement executed by Seller, Purchaser and Escrow Agent, the Good Faith Deposit, the Seller’s Escrow Deliveries and the Purchaser’s Escrow Deliveries (collectively, the “Closing Escrow Deliveries”), Escrow Agent shall (i) date the Agreement as of the date of the Approval Date and (ii) deliver written notice via email to ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ at ▇▇▇▇▇▇▇-▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ on behalf of Seller and to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ on behalf of Purchaser confirming that Escrow Agent is holding in escrow the Closing Escrow Deliveries (the “Closing Deliveries Notice”), at which time it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm with one another that the requirements in Sections 6.2(a)-(f) have been satisfied. (g) Upon receipt of the Closing Deliveries Notice, which is anticipated to occur on or about May 26, 2011, Seller shall properly deliver to ▇▇▇▇▇ ▇▇▇▇▇▇ the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter to the notice parties set forth on the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter via hand delivery, signature required and via facsimile. (h) Promptly following the delivery of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter pursuant to the terms of this Agreement, Seller shall deliver to Purchaser, authentic delivery confirmation receipts evidencing receipt of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination by ▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with the ▇▇▇▇▇ ▇▇▇▇▇▇ Lease, each signed for by (i) the ▇▇▇▇▇ ▇▇▇▇▇▇ notice parties or the personnel, employees or agents thereof or (ii) in the event of refusal of acceptance of delivery of such ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter, a certified letter from the legal representative of Seller who attempted to make such delivery certifying, inter alia, that such delivery was refused by an employee or representative of ▇▇▇▇▇ ▇▇▇▇▇▇, and, to the extent available, facsimile confirmation receipts evidencing receipt by ▇▇▇▇▇ ▇▇▇▇▇▇ of the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter, all in a form and substance satisfactory to Purchaser (the “▇▇▇▇▇ ▇▇▇▇▇▇ Termination Evidence”) and dated as of the date on which the ▇▇▇▇▇ ▇▇▇▇▇▇ Termination Letter was received in accordance with the terms of the ▇▇▇▇▇ ▇▇▇▇▇▇ Lease (the “▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date”), which is anticipated to occur on or about May 26, 2011. (i) Upon satisfaction of Section 6.2(h), it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm that the requirements under Section 6.2(h) and Section 6.1 hereof have been satisfied, and Purchaser shall deliver written notice (which such written notice may be via email or facsimile) to Escrow Agent, confirming that the Escrow Agent is (i) authorized to initiate delivery via wire transfer of an amount equal to the Good Faith Deposit, less certain closing costs, for a total amount as set forth on the Settlement Statement, but which such amount is anticipated to be approximately $21,077,587.87 to Seller pursuant to the wire instructions attached to the Settlement Statement, (ii) confirming the closing and (iii) authorizing Escrow Agent to immediately upon receipt, and without further instruction from Purchaser, wire transfer to Seller the balance of the Purchase Price due to Seller and the Amendment Fee Reimbursement, which such total amount is anticipated to be approximately $213,343,025.40, but in any event such amount as set forth on the Settlement Statement (the “Final Wire Amount”), and which such notice shall be irrevocable. (j) On the next Business Day morning following the ▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date, Malaysia Time (MYT), which such date is anticipated to occur on or about May 27, 2011 MYT, and provided that the conditions in Section 6.2(i) above have been satisfied, Purchaser will send via wire transfer to Escrow Agent, the Final Wire Amount, and thereafter between 5:00 PM and 7:00 PM MYT, Purchaser shall be authorized to make such disclosures as required by Purchaser to Bursa Malaysia, and such disclosure shall not be deemed a violation or breach of Section 6.2(k), Section 6.2(p) or any other provision hereof. (k) Upon receipt of a federal reference number or equivalent evidence by Escrow Agent on December 1evidencing that Purchaser has sent the Final Wire Amount, 2011 Purchaser and Seller shall be authorized at 9:00 AM, Eastern Time (9:00 PM MYT), or such other time as agreed to by Seller and Purchaser, to release their respective press releases and disclose the transactions contemplated herein to the public, provided, however, that nothing in the foregoing shall prevent Purchaser from making such disclosures as described in Section 6.2(j) above. (l) Upon confirmation that Seller has received the Final Wire Amount, Escrow Agent shall be authorized to: (i) date the Seller’s Escrow Deliveries (excluding the Agreement) and the Purchaser’s Escrow Deliveries (excluding the Agreement), effective as of the date of the ▇▇▇▇▇ ▇▇▇▇▇▇ Receipt Date (the “Closing Date”), which the Parties anticipate will be on May 26, 2011; (ii) release from Escrow to the Purchaser, the Seller’s Escrow Deliveries, excluding the Deed, which will be disbursed as set forth below; (iii) release from Escrow to the Seller, the Purchaser’s Escrow Deliveries; (iv) make such other remaining disbursements as is required under the Settlement Statement; providedand (vi) record the Deed in the Public Records of Miami-Dade County, however, Buyer Florida and deliver evidence of same to Purchaser and Title Company. (m) Seller shall have deliver the right balance of the Seller’s Closing Deliveries pursuant to unilaterally extend Section 5.1. (n) Escrow Agent shall hold the Closing Date to December 15Escrow Deliveries, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition pursuant to the foregoing, Seller shall have Settlement Statement and the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition reimbursement of the PropertyAmendment Fee pursuant to Section 11.15 hereof in accordance with the terms of Section 11.10 hereof. (o) In the event that the Approval does not occur by May 31, shall terminate2011, the parties shall have the rights or upon joint written instructions of Seller and obligations as provided in Article 9, and upon requestPurchaser, Escrow Agent shall return to the partiesSeller, respectively (except as otherwise provided herein)Seller’s execution page(s) of the Agreement and Seller’s Escrow Deliveries and the Escrow Agent shall return to the Purchaser, Purchaser’s execution page(s) of the Agreement, the documents Purchaser’s Escrow Deliveries, the balance of the Purchase Price and funds deposited into Escrowthe reimbursement of the Amendment Fee to Purchaser. (p) Seller and Purchaser shall cooperate with each other in the preparation and dissemination of any public announcement which shall disclose the Closing or the transactions contemplated in this Agreement. The Parties shall cooperate and shall agree on the terms of the transaction to be disclosed in any statement given to the press or any other public body to which such information shall be transmitted.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) The transaction contemplated in this Agreement will be closed applicable Purchase Price or the Loan Payoff Amount (“Closing”depending upon each Seller's election for a purchase and sale or a Contribution) in Escrow the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement, executed by all required partners if any Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, each Seller shall have delivered to Escrow Agent on December 1, 2011 counter- part executed originals of the following documents with respect to such Seller's respective TIC Interest: (“Closing Date”); provided, however, Buyer i) A Grant Deed in the form of Exhibit "F" attached hereto and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "Bi▇▇ ▇f Sale") in the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached hereto and forming a part hereof; (v) An original counterpart of the Amendment to Limited Partnership Agreement if such Seller shall have elected to contribute the right Property to unilaterally extend Purchaser. (vi) An original counterpart of each of the Closing Date Service Contracts, Leases and keys to December 15the Property if in Sellers' possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Sellers' possession, 2011 if Buyer has not received a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Threshold Estoppels upon Improvements; (ix) All warranties and operating manuals that Sellers may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (x) If the transaction is to be a Contribution, cash in the sum of the Security Deposits, the net prorations owing to Purchaser and Sellers' share of the costs and expenses of the transaction (it being understood that such Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Upon delivery of written notice to Seller the foregoing sums and documents, Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with cause Title Company and notify Buyer thereof to cause the Grant Deeds to be recorded (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account a special recording if necessary) in the amount Official Records of Twenty Million Los Angeles County, California, and No/100 Dollars immediately to issue the Title Policy. ($20,000,000.00d) (“Extension Deposit”) Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that the Sellers may cause the Property to be direct deeded to Purchaser by any entity holding record title to the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except Property as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement will be closed With respect to the closing procedure, the following procedure is agreed: a) One (“Closing”1) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Banking Day prior to the closing Buyers / Buyers Bank shall have remit the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition plus sufficient funds for lubeoils and other monies payable pursuant to Clause 7 of this Agreement (together the Other Funds) to Sellers Bank, such funds to be held by Sellers Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the foregoingSellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank. b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be paid out to the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Bank’s representatives identity and confirm that they have sufficient authority to release the Deposit and the Other Funds. For this purpose, Seller shall have Buyers / Buyers’ Bank and Sellers representatives to present original passport or identity card if and as required by the right, upon Deposit Holder and/or Sellers’ Bank. c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry. d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter. e) (If required) Buyers and/or Sellers to check with the Vessel and any third parties not present at the closing that they are ready to proceed with the delivery of written notice the Vessel. Sellers to Buyer check with the German Registry that (i) the recorded mortgage(s) will be deleted and Escrow Agentthe certificate of freedom from encumbrances issued immediately after the mortgagee(s) give instructions, to unilaterally extend (ii) the Closing Date to December 30Vessel will be deleted immediately after submission of the signed protocol of delivery and acceptance, 2011 if Seller has not been able to obtain estoppel and (iii) that the relevant certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement will be provided by fax or email to the contrary, if Seller has extended closing meeting. f) The mortgagee(s) to confirm that they are ready to discharge the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovemortgage(s), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement will be closed (“a) At least five days prior to the Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer the Company shall have provide to the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit Parent an estimated balance sheet as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit , which, absent manifest error, shall be considered separate and apart from the “Deposit” basis for all calculating, on a preliminary basis, the Adjusted Net Working Capital for purposes hereunder, but shall be applicable to of a preliminary calculation of the Purchase Price to be paid at Closing (the "Estimated Purchase Price"). At the Closing. In addition , the Company shall execute such bills of sale and instruments of assignment and assumption as are necessary to convey title to the foregoingPurchased Assets and the Assumed Contracts, Seller and Subsidiary shall have pay to the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend Company the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1Purchase Price in immediately available funds; provided, however, that if Seller sooner obtains such estoppel certificates, Closing the Parent and the Company shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement jointly deposit $1.0 million of the Estimated Purchase Price with an escrow agent (the "Escrow Agent") to be held pursuant to the contraryterms of the Escrow Agreement of even date herewith and in the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Agent shall hold $750,000 of such escrowed portion of the Estimated Purchase Price until the final determination of Adjusted Net Working Capital (as provided herein) and $250,000 of such escrowed portion for a period of 12 months, if Seller has extended after which the Closing Date escrowed amount shall be delivered to the Company, subject to earlier claims in favor of Parent as set forth elsewhere herein. (b) Not later than 75 days after the Closing, the Parent, at its own cost, shall prepare and made deliver to the efforts required herein to obtain estoppel certificates from Company an unaudited balance sheet of the Existing Occupants listed on Schedule 1 Purchased Assets and Assumed Liabilities as of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovethe "Closing Balance Sheet"), this Agreementprepared in accordance with generally accepted accounting principles, applied consistently with the Company's past practices. The Company shall permit Parent and its accountants to participate in the physical inventory of the Stores (as defined herein) as of the Closing Date for the purpose of preparing the Closing Balance Sheet. In connection with preparing the Closing Balance Sheet, Parent shall determine the Adjusted Net Working Capital of the Company as of the Closing Date. (c) Within 30 days after the Closing Balance Sheet is delivered to the Company pursuant to clause (a) above, the Company at its own cost, shall complete its examination thereof, and all provide for the examination thereof by its accountants, if necessary, and shall deliver to the Parent either (i) a written acknowledgment accepting the determination of Buyer’s rights the Adjusted Net Working Capital or (ii) a written report of a regional independent accounting firm engaged by the Company setting forth in reasonable detail any proposed adjustments to the Adjusted Net Working Capital ("Adjustment Report"). A failure by the Company to deliver the Adjustment Report within the required 30 day period shall constitute its acceptance of the Closing Balance Sheet. The Parent shall, and shall cause its independent auditors to, cooperate with the Company and its accountants in the course of the preparation of the Adjustment Report. (d) During a period of 30 days following the receipt by the Company of the Adjustment Report, the Company and Parent shall attempt to resolve any difference they may have with respect to the acquisition matters raised in the Adjustment Report. In the event the Company and Parent fail to agree on all of the Propertyproposed adjustments contained in the Adjustment Report within such 30 day period, then the Company and Parent mutually agree that the San Francisco office of Ernst & Young, or such other "Big Five" accounting firm mutually acceptable to the Company and Parent (the "Independent Auditors"), shall terminatemake the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. The decision of the Independent Auditors shall be final and binding on the Company and Parent, and may be used in a court of law by either the Company or Parent for the purpose of enforcing such decision. The costs and expenses of the Independent Auditors and their services rendered pursuant to this clause (d) shall be borne by the non-prevailing party or, if neither party prevails, equally by the Company and Parent. (e) In the event that, after finalization of the Closing Balance Sheet, the parties Adjusted Net Working Capital is in excess of the amounts used for purposes of determining the Estimated Purchase Price, the Company shall have the rights and obligations as provided in Article 9be entitled to receive from Parent, and upon requestParent shall be obligated to pay to the Company, the amount of such excess. In the event that, after finalization of the Closing Balance Sheet, the Adjusted Net Working Capital is less than the amount used for purposes of determining the Estimated Purchase Price, the Parent shall be entitled to receive from the Escrow Agent, and the Company shall direct the Escrow Agent shall return to the parties, respectively (except as otherwise provided herein)pay to Parent, the documents and funds deposited into Escrowamount of such deficiency.

Closing Procedure. The transaction contemplated closing ("Closing") of the transactions provided herein shall be consummated at a closing conference ("Closing Conference"), which shall be held on the Closing Date at Seller's offices at 9▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at the offices of Lincoln National, if required by Lincoln National in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1connection with the assumption of the Lincoln National Loan. As used herein, 2011 (“"Closing Date”); " means, subject to paragraphs 5C, 5D and 5E, above, July 13, 1999, provided, however, that Buyer shall have the right to unilaterally may extend the Closing Date to December 15August 10, 2011 if Buyer has not received the Threshold Estoppels upon delivery of 1999 by giving Seller written notice at least three (3) days prior to Seller and Escrow Agent no later than November 29the originally scheduled Closing Date. If Buyer extends the Closing Date, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter will deposit an extension fee into such separate account in the amount of Twenty Million additional Two Hundred Fifty Thousand and No/100 Dollars ($20,000,000.00250,000) (“Extension Deposit”) to be added to and made a part of the Escrow Deposit and held by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing DateEscrow Holder. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if If Seller has not been able to obtain estoppel certificates from satisfied the Existing Occupants listed conditions precedent contained in Paragraphs 5A, 5C, 5D, 5E, 5F and 5I on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by or before the Closing Date (as the same may be extended as noted abovepursuant to the terms of this Agreement), then the Escrow Deposit shall be deemed non-refundable and, except as otherwise expressly provided in Paragraph 5H, in the event that the transaction shall not close on the Closing Date (as the same may be extended pursuant to the terms of this Agreement), Buyer shall be deemed to be in default of this Agreement and pursuant to Paragraph 9 of this Agreement, the Escrow Deposit shall be delivered to Seller as full compensation and all liquidated damages under and in connection with this Agreement. For the purposes of the preceding sentence, Seller shall be deemed to have satisfied the conditions precedent contained in Paragraphs 5A, 5C, 5D, 5E and 5F if the following occurs: (1) with respect to Paragraph 5A, the Title Company shall be ready, willing and able to issue the Title Policy subject the performance on the Closing Date of each of Buyer’s rights 's and Seller's obligations with respect to Exhibit "M"; (2) with respect to Paragraph 5C, Buyer shall have received the required Reaffirmation and Update Letters and/or Limited Estoppels, as applicable (or Seller shall have delivered to the Title Company the Seller Estoppel Update Certificates and/or Seller Limited Estoppels); (3) with respect to Paragraph 5D, Buyer shall have received the required Anchor Reaffirmations (or Seller shall have delivered to the Title Company the Seller Anchor Update Certificates); (4) with respect to Paragraph 5E, Lincoln National shall be ready, willing and able to deliver the Lender Agreements subject the performance on the Closing Date of each of Buyer's and Seller's obligations with respect to the acquisition delivery of the Propertysuch Lender Agreements; and (5) with respect to P▇▇▇▇▇▇▇▇ ▇▇, shall terminate, the parties ▇▇▇▇▇ shall have received the rights required Theater Estoppel (or Silver Cinemas shall be ready, willing and obligations able to deliver the Theater Estoppel subject the execution and delivery by Lincoln National, Buyer and/or Seller, as provided applicable, of such Theater Estoppel) and Seller shall have satisfied the other conditions precedent contained in Article 9, subparagraphs 5F(1) and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein2), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated Closing will commence on the Closing Date at the offices of the Buyer’s solicitors. All documents delivered by the Buyer and the Seller on the Closing Date, except the Freehold Transfer concerning the Property, and all closing funds will be tabled at those offices until the Freehold Transfer has been accepted for registration in the applicable Land Title Office and until completion of a post application title search of the Property is found to show that in the normal course of land title office procedure, the title to the Property will issue in the name of the Buyer free and clear of all encumbrances, except the Permitted Encumbrances and any encumbrances for which the Seller’s solicitor has provided the Buyer’s solicitor with the undertakings to discharge set out below, and then all documents will be released to the appropriate parties and the adjusted Purchase Price will be paid on the Closing Date by the Buyer’s solicitors to the Seller’s solicitors by solicitor’s trust cheque immediately following such release. It will be a condition of the Closing that all matters of payment, execution and delivery of documents and acceptance for registration of the appropriate documents in the appropriate offices of public record all under the terms of this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1considered to be concurrent requirements, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend and it is agreed that nothing will be completed at the Closing Date to December 15until everything required as a condition precedent at the Closing has been paid, 2011 if Buyer executed and delivered and until the Freehold Transfer has not received been accepted for registration as provided above. Upon completion in this manner, the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment will deliver vacant possession of the Extension Deposit as Property to the Buyer. If the Seller has any existing financial charges to be cleared from title to the Property, the Seller, while still required below. Upon receiving to clear such noticecharges from title to the Property, Seller shall open a separate escrow account with Title Company may wait to pay and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in discharge the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end existing financial charges until immediately after receipt of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunderPurchase Price, but shall be applicable to in this event, the Seller agrees that the Purchase Price at Closing. In addition will be paid to the foregoingSeller’s solicitor on the Canadian Bar Association (BC Branch) standard undertakings to pay out and discharge the charges registered against title to the Property other than the Permitted Encumbrances and remit the balance, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agentif any, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into EscrowSeller.