Common use of Deposit Clause in Contracts

Deposit. (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or Merger Sub equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to perform)close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the circumstances described Deposit to Buyer in Section 1.6(c)(iii) above, each of the Sellers shall, immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three Business Days (3) business days after the date event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of such terminationSeller set forth in ARTICLE 8 have been met, pay then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its Proportionate Percentage receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by wire transfer of immediately available funds to such account as Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (5 percent of the Purchase Price) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to Closing set forth in Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform)perform its obligations under this Agreement. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transaction. (iv) If liquidated damages do not constitute a penalty. Provided, however, that if this Agreement is terminated by Buyers or Sellers Seller pursuant to Section 10.1 under 11.01(b) pursuant to Section 8.03, and the threatened or pending suit, action or other proceeding described therein was not threatened or initiated by Buyer, Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances conditions to Closing set forth in Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after the determination that the Closing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within 21 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within 21 days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage prompt return of the Deposit by wire transfer and the termination of immediately available funds to such account as shall be specified by Buyer in writingthis Agreement.

Deposit. (ia) Concurrently with the execution and delivery of this Agreement, Seller and Buyer shall depositexecute and deliver an escrow agreement substantially in the form of Exhibit 3.2(a) attached hereto, by wire transfer and among Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Deposit shall be held in escrow in an account (the “Escrow Account”) of immediately available fundsfunds in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement and will be disbursed as provided herein and in the Escrow Agreement. (b) If the transactions contemplated by this Agreement are consummated, $2,000,000 to such accounts then the Deposit plus income actually earned thereon as contemplated by the Escrow Agreement shall be specified released from escrow and paid to Seller by Escrow Agent and credited against the Sellers’ Representative in writing, with each Purchase Price payable by Buyer to Seller receiving an amount thereof equal at the Closing pursuant to such Seller’s Proportionate Percentage (the “Deposit”Section 3.1(b). (iic) If the Closing occurstransactions contemplated by this Agreement are not consummated by reason of a default by Buyer under the terms of this Agreement, then Seller shall be entitled to retain the Deposit, plus income actually earned thereon, as liquidated damages for such default. For purposes of this Section 3.2(c), Buyer shall be deemed in default if Buyer (i) shall fail to materially perform any of the covenants or agreements of Buyer contained in this Agreement, (ii) shall fail to satisfy any of the conditions set forth in Sections 9.1, 9.2, 9.7, or 9.8 within ten (10) business days after Seller has satisfied the conditions set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.7, 8.8, and 8.9, or (iii) shall refuse to consummate, or have insufficient funds to consummate, the transactions contemplated by this Agreement when Seller has shown itself able and willing to consummate such transactions and has performed all the covenants and agreements required to have been performed by Seller hereunder; provided, however, that Buyer shall not be deemed to be in default under clause (ii) or (iii) of this sentence until one hundred eighty (180) days have elapsed from the date of this Agreement. The parties agree that time is of the essence for the consummation of the transactions contemplated by this Agreement and that the amount of damages caused by a default by Buyer hereunder would be very difficult to calculate. Accordingly, the parties agree that the provision for liquidated damages contained in this Section 3.2 shall not be construed as a penalty provision. The retention by Seller of the Deposit plus income actually earned thereon shall be credited toward Seller’s sole and reduce the Cash Consideration Amount otherwise payable at the Closingexclusive remedy hereunder. (iiid) If the transactions contemplated by this Agreement is terminated by Buyers or Sellers are not consummated for reasons that do not entitle Seller to retain the Deposit pursuant to Section 10.1(b) (End Date) 3.2(c), then Buyer shall be entitled to an immediate return of the Deposit plus income actually earned thereon through the date of such return, which shall be Buyer’s sole and exclusive remedy hereunder unless Seller has committed a breach or Section 10.1(e) (HSR Date) (except, in each case, in the event default under this Agreement and the transactions contemplated hereby shall by this Agreement are not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of Seller’s willful and wrongful failure to consummate such transactions under circumstances under which all conditions to the failure obligations of the condition to Closing of Buyer Seller set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to Article 9 have been satisfied or waived) waived (other than any conditions that have not been satisfied as a result of any action or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to performinaction on the part of Seller), the Deposit in which event Buyer shall be forfeited and retained by Sellers free and clear of entitled to pursue any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of existing at law or relating in equity with respect to such transactiondefault. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Within two (i2) Concurrently with business days of the execution of this AgreementEffective Date, Buyer shall depositdeposit with First American Title Insurance Company (the "Title Company" or “Escrow Agent”), by wire transfer having its office at 801 Nicollet Mall, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇, the sum of immediately available ▇▇▇ ▇▇▇▇▇▇▇ Thousand and No/100 Dollars ($200,000.00) (the "Second Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the sum of One Hundred Thousand and No/100 Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 100,000.00) (the “First Deposit”) with the Title Company. If Buyer shall fail to deposit the Second Deposit within the time period provided for above, Seller may terminate this Agreement at any time prior to deposit of the Second Deposit, in which case this Agreement shall be null and void ab initio and in such event the Title Company shall immediately deliver to Seller all copies of this Agreement in its possession, return the First Deposit to Buyer, and thereafter neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions of a deposit escrow agreement entered into among Seller, Buyer and Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to collectively as the "Deposit." After the expiration of the Inspection Period (as hereinafter defined). (ii) If the Closing occurs, if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be credited toward and reduce the Cash Consideration Amount wholly non-refundable to Buyer, except as expressly set forth otherwise payable at the Closing. herein (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each caseincluding but not limited to, in the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the transactions contemplated hereby shall not have been consummated prior to the End Date Estoppel Certificate or HSR DateSNDA, change in Seller’s representation as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the . The Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice remain at all times applicable to any other rights or remedies of the Sellers arising out of or relating to such transactionPurchase Price. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently Contemporaneously with the execution delivery of this Agreementthe Initial Purchase Price to the Seller in accordance with Section 2(a), Buyer the Purchaser shall depositdeliver to the Seller cash in the amount of $4,000,000 (together with any earnings thereon, the "Deposit") by wire transfer of immediately available funds, $2,000,000 funds to such accounts as shall be specified an interest bearing bank account designated by the Sellers’ Representative Seller in writing. The Seller shall hold the Deposit in such bank account until the Deposit shall automatically be released to and retained by the Seller and credited toward the payment of the One Subsequent Closing Purchase Price or the Final Subsequent Closing Purchase Price, as applicable, to be paid by the Purchaser to the Seller at the applicable Subsequent Closing in accordance with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”Section 2(b)(ii) or 2(b)(iii). (ii) If the Closing occursPurchaser fails to purchase all of the Second Tranche Units on or prior to March 15, 2004 pursuant to the terms hereof, and at such time the Seller shall not be in material breach of its obligations hereunder, then at 5:00 p.m., New York City time, on March 15, 2004, the Deposit shall automatically be credited toward released to and reduce retained by the Cash Consideration Amount otherwise payable Seller; provided, however, that if the Seller is in material breach of any of its obligations hereunder on March 15, 2004 and such breach is cured within 10 days, and the Purchaser thereafter fails to purchase all of the Second Tranche Units on or prior March 25, 2004, then at 5:00 p.m., New York City time, on March 25, 2004, the ClosingDeposit shall automatically be released to and retained by the Seller. (iii) If this Agreement is terminated The Seller and the Purchaser acknowledge, stipulate and agree that the damages that may be suffered by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely Seller as a result of the a failure of the condition Purchaser to Closing of Buyer set forth consummate the transactions contemplated to be consummated at the Subsequent Closings under the circumstances described in Section 7.1(c2(c)(ii) (closing deliverables)would be difficult to ascertain with precision, that the Deposit represents a reasonable and fair estimation of such damages and that there would not be a convenient and adequate alternative to liquidated damages hereunder. Any retention by the Seller of the Deposit pursuant to Section 7.1(d2(c)(ii) (Material Adverse Effect)is intended not as a penalty, Section 7.1(g) (title commitment) but as full liquidated damages under the applicable laws, regulations and rules of any governmental or Section 7.1(h) (▇▇regulatory body or agency. Notwithstanding anything to the contrary contained in this Agreement, the Seller's right under such circumstances to retain the Deposit as full liquidated damages shall be the Seller's sole and exclusive remedy with respect to any contractual claim in the event of default by the Purchaser hereunder and, upon retention of the Deposit by the Seller, the Seller shall be deemed to have waived and released any right to ▇▇▇ Fargo lien) to have been satisfied or waived) or if the Purchaser for specific performance of this Agreement is terminated by Sellers pursuant or to Section 10.1(d) (Buyer recover any damages or Merger Sub breach or failure to perform), other amounts in excess of the Deposit based on a contractual claim, and the Purchaser thereupon shall be forfeited relieved of all further obligations and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers liabilities arising out of or relating this Agreement to such transactionextent. (iv) If this Agreement is terminated by Buyers In the event that the transactions contemplated to be consummated at the Subsequent Closings have not been consummated on or Sellers pursuant prior to Section 10.1 under March 15, 2004 for any circumstances reason other than under the circumstances described in Section 1.6(c)(iii) above2(c)(ii), each then, upon termination of the Sellers shallthis Agreement, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds shall promptly be refunded to such account as shall be specified by Buyer in writingthe Purchaser.

Deposit. (i) Concurrently with No later than three Business Days following the execution entry of this Agreementthe Bidding Procedures Order, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving Purchaser will make an amount thereof equal to such Seller’s Proportionate Percentage ▇▇▇▇▇▇▇ money deposit (the “Deposit”). (ii) If in the amount of $20,000,000 to the Escrow Agent. The Deposit shall be applied against payment of the Purchase Price on the Closing occursDate. Subject to the termination provisions set forth in Section 3.5, if this Agreement shall be terminated by any Party hereto pursuant to Sections 3.4(a); 3.4(b); 3.4(c); 3.4(d); 3.4(e); 3.4(f); 3.4(g); 3.4(h); 3.4(j) and 3.4(k) hereof, then the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. returned to Purchaser within five (iii5) Business Days after Sellers’ receipt of Purchaser’s written request therefore. If this Agreement is shall be terminated by Buyers or the Sellers pursuant to Section 10.1(b3.4(i) (End Date) hereof or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result otherwise by reason of the failure of any condition precedent under Section 9.2 hereof resulting primarily from Purchaser breaching any representation, warranty or covenant contained herein, then Sellers shall retain the condition Deposit. The Parties agree that the Sellers’ right to Closing of Buyer retain the Deposit, as set forth herein, is not a penalty, but rather is liquidated damages in Section 7.1(c) (closing deliverables)a reasonable amount that will compensate the Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, Section 7.1(d) (Material Adverse Effect)which amount would otherwise be impossible to calculate with precision. If the Closing is not consummated due to Purchaser’s breach of this Agreement, Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by due to Purchaser’s breach of this Agreement, then Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited entitled, as their sole and retained by exclusive remedy for such breach, to terminate this Agreement and, retain the Deposit. Sellers free hereby waive and clear release any right to (and Sellers hereby covenant that they shall not) ▇▇▇ Purchaser with respect to this Agreement or any Asset contemplated to be purchased hereunder: (a) for specific performance of this Agreement, or (b) to recover any damages of any claims by Buyer with respect thereto nature or description. Seller and without prejudice Purchaser expressly waive and release (i) any right to any other rights or remedies seek specific performance of the Sellers arising out of or relating to such transaction. (iv) If Sellers’ obligations under this Agreement is terminated by Buyers and (ii) any right to seek or Sellers pursuant to Section 10.1 under collect any circumstances other than the circumstances described in Section 1.6(c)(iii) abovedamages, each of the Sellers shallincluding any actual, within three Business Days after the date of such terminationconsequential, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingspeculative, remote or punitive damages.

Deposit. (ia) Concurrently Simultaneously with the execution of this Agreement, Buyer shall depositis depositing as a good faith deposit seven hundred two thousand, by wire transfer of immediately available funds, seven hundred seventy-one dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 702,771) (the “Deposit”) with Sun Trust Bank (the “Deposit Escrow Agent”), to be held, invested and disbursed pursuant to the terms of a Deposit Escrow Agreement in the form of Exhibit A attached hereto (the “Deposit Escrow Agreement”). (iib) If the Closing occurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be credited toward and reduce retained by the Cash Consideration Amount otherwise payable at Deposit Escrow Agent in its capacity as the Closing. escrow agent under the Remedial Site Escrow Agreement (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform“Remedial Site Escrow Agent”), the Deposit Escrow Agreement shall automatically terminate and the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 3.3(d)), shall become the Remedial Site Escrow Amount, and the full amount of the Escrowed Funds as of the Closing Date shall be forfeited credited against and retained by Sellers free and clear of any claims deducted from the Initial Purchase Price to be paid at Closing by Buyer with respect thereto and without prejudice to any other rights or remedies of for the Sellers arising out of or relating to such transactionMembership Interests. (ivc) If Seller terminates this Agreement is terminated in accordance with the provisions of either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyers Buyer to satisfy the requirements of Section 7.3(a), (c), (d), (e) or Sellers (f) or (ii) Section 8.1(c)(ii)(B), then Seller shall be entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Section 8.2(b), the Escrowed Funds shall be released to Seller in partial satisfaction of the Liquidated Damages Amount payable to Seller. (d) In any other case if the Closing does not occur prior to the Termination Date, but subject to Section 8.2(b), then, pursuant to the Deposit Escrow Agreement, the Escrowed Funds shall be released to Buyer. For the avoidance of doubt, if Buyer terminates this Agreement pursuant to Section 10.1 under any circumstances other than 8.1(d)(ii)(B), the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Escrowed Funds shall be released to Buyer its Proportionate Percentage as soon as practicable in accordance with the terms of the Deposit Escrow Agreement. (e) All payments by wire transfer of immediately available funds to such account as the Deposit Escrow Agent shall be specified by Buyer made in writingaccordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Ten Million Dollars ($10,000,000) (the "Deposit") in accordance with wire transfer of immediately available funds, $2,000,000 instructions provided by Seller to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”)Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to Closing set forth in Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer's failure to perform)perform its obligations under this Agreement. Buyer and Seller acknowledge and agree that (i) Seller's actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Deposit to Buyer its Proportionate Percentage of the Deposit by wire transfer of in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such account return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer's sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after the determination that the Closing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within 21 days of Seller's Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within 21 days of Seller's Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller's Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (i) Concurrently Within (3) three business days of the Effective Date, Purchaser shall deposit, the sum of Three Hundred Ninety-Six Thousand Dollars ($396,000.00) ("Initial Deposit") with the execution title company chosen by Purchaser ("Escrow Agent"). The Deposit shall be non-refundable to Purchaser except for the following circumstances: (a) the Title Commitment and/or Survey (once certified to the Title Company) reveals a condition that Seller will not or cannot remedy and Purchaser elects to terminate this Contract as provided in Section 2 herein ("Title Defect"), (b) Purchaser terminates this Agreement pursuant to Article XI or Article II Section 2.0l(c), (c) there is a failure of a Purchaser condition precedent to close including a default by Seller of any Seller covenant, representation or warranty under this Contract, and (d) provided Purchaser complies with the terms of this Agreement, Buyer the Parties agree that the Deposit shall depositbe fully refundable prior to the expiration of the Feasibility Period. The Escrow Agent shall hold the Deposit in escrow in a non-interest-bearing account, in accordance with the terms and conditions of this Contract. P▇▇▇▇▇▇▇▇ agrees to pay and satisfy the balance of the Purchase Price, reduced by the Deposit paid to Seller, at the time of Closing by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If In the Closing occurs, event the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If Purchaser fails to timely terminate this Agreement is terminated by Buyers or Sellers Contract of Sale pursuant to Section 10.1(b2.02, the Purchaser shall deposit with Escrow Agent within one (1) (End Date) or Section 10.1(e) (HSR Date) (exceptbusiness day following the expiration of the Feasibility Period, in each case, a second deposit in the event sum of Six Hundred Sixty Thousand and 00/100 ($660,000.00; the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables"Second Deposit"), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the . The Initial Deposit and Second Deposit shall hereinafter collectively be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of called the Sellers arising out of or relating to such transaction"Deposit". (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Within seven (i7) Concurrently with the days of execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving Purchaser will make an amount thereof equal to such Seller’s Proportionate Percentage ▇▇▇▇▇▇▇ money deposit (the “Deposit”). (ii) If in the amount of $1,710,000 to the Escrow Agent. The Deposit shall be applied against payment of the Purchase Price on the Closing occursDate. If this Agreement shall be terminated by any Party hereto pursuant to Sections 3.4(a), (b), (c), (d), (e), (f), (h), and (j) hereof, or in the event that a party other than Purchaser or an Affiliate of Purchaser purchases all or a significant portion of the Purchased Assets, then the Deposit shall be credited toward and reduce returned to Purchaser within five (5) Business Days after Sellers’ receipt of Purchaser’s written request therefore, except in the Cash Consideration Amount otherwise payable at case of termination of this Agreement pursuant to Section 3.4 (h) hereof, in which case Sellers shall return the Closing. (iii) Deposit to Purchaser immediately upon the closing of the Alternative Transaction. If this Agreement is shall be terminated by Buyers or the Sellers pursuant to Section 10.1(bSections 3.4 (i) (End Date) hereof or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result otherwise by reason of the failure of any condition precedent under Section 9.2 hereof resulting primarily from Purchaser materially breaching any representation, warranty or covenant contained herein, then Sellers shall retain the condition Deposit; provided such failure or breach was not caused by a breach of this Agreement by Sellers. The Parties agree that the Sellers’ right to Closing of Buyer retain the Deposit, as set forth in Section 7.1(cherein, is not a penalty, but rather is compensatory damages, and Sellers are (i) expressly waiving their right to seek additional compensatory damages for any breach of this Agreement that was not on account of Crude Business, but are not (closing deliverables), Section 7.1(dii) (expressly waiving their right to seek additional compensatory damages if such breach is related to the Crude Business or a Material Adverse Effect)Effect related to the Crude Business. Provided that, Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by in no event, shall Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice entitled to any other rights or remedies damages in excess of the Sellers arising out Purchase Price and reasonable costs and expenses in connection with enforcement of or relating to such transactionthis Agreement. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently with the Upon execution of this Agreement by all parties, USSC shall deposit Four Million Seven Hundred Thousand Dollars ($4,700,000.00) (the "Deposit") with the Escrow Agent, pursuant to the Deposit Escrow Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as . The Deposit shall be specified held by the Sellers’ Representative Escrow Agent and invested in writinga money market account or other investment in accordance with the Deposit Escrow Agreement. The regular fees and expenses of the Escrow Agent shall be borne equally by USSC, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (on the “Deposit”).one hand, and by the Shareholders, on the other hand. The Deposit will be held and applied by the Escrow Agent as follows: (iia) If the Closing occursthere is a Closing, the Deposit (with accrued interest) shall be credited toward and reduce applied to the Cash Consideration Amount otherwise payable at payments due from USSC to the Shareholders on Closing. (b) The Deposit shall be paid to USSC in accordance with the Deposit Escrow Agreement (1) if USSC terminates this Agreement pursuant to Section 8.01(ii), (iii) or (iv), (2) if the Shareholders terminate this Agreement pursuant to Section 8.01(iii), or (3) if (i) the conditions to Closing set forth in Section 7.02 are satisfied in all material respects on or before the Scheduled Closing Date, (ii) the conditions to Closing set forth in Section 7.03 are satisfied on or before the Scheduled Closing Date, and (iii) any one or more of SDI and either Shareholder fails to proceed with the Closing on the Scheduled Closing Date. (c) The Deposit shall be paid to the Shareholders in accordance with the Deposit Escrow Agreement (1) if the Shareholders terminate this Agreement pursuant to Section 8.01(v) or (2) if (i) the conditions to Closing set forth in Section 7.01 are satisfied in all material respects on or before the Scheduled Closing Date, (ii) the conditions to Closing set forth in Section 7.03 are satisfied on or before the Scheduled Closing Date , and (iii) USSC or USSC Transitory Sub fails to proceed with the Closing. Such payments to the Shareholders shall be deemed liquidated damages sustained by the Shareholders and shall not be deemed a penalty or forfeiture, the parties having agreed that the exact amount of damages sustained by the Shareholders are difficult, impractical and speculative to determine. The Shareholders acknowledge and agree that the provisions of this Section 2.05(c) shall provide the sole and exclusive recourse of the Shareholders with respect to any claims or rights against USSC because of USSC's or USSC Transitory Sub's failure or inability for any reason to proceed with the Closing on or before the Outside Date. USSC acknowledges and agrees that the liquidated damages amount is reasonably proportionate to the damages to the Shareholders which would be caused by a failure to consummate the transactions contemplated hereby due to such termination or failure by USSC or USSC Transitory Sub to proceed and are reasonable under the circumstances existing as of the date of this Agreement. (d) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform8.01(i), the Deposit (with accrued interest) shall be forfeited refunded to USSC or paid to the Shareholders, or in part to each, as USSC and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionShareholders determine. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with Within five (5) Business Days after the execution of this AgreementAgreement by Seller and Buyer, Buyer shall deposit, by wire transfer tender to Seller ten percent (10%) of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative Purchase Price in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage U.S. currency (the “Deposit”). (ii) . If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage payment of the Deposit is tendered by cashier’s check drawn on a United States of America banking institution, said funds shall be mailed via certified U.S. Mail to Seller at the address provided in Section 13.05, or in cash by wire transfer of immediately available funds to such the account as specified in writing by Seller. The Deposit shall be specified held by Seller subject to the terms of this Agreement. (b) If all conditions precedent to the obligations of Buyer set forth in Section 8.02 have been met (or Seller is ready, willing and able to immediately satisfy such conditions) and the Closing does not occur on or before the June 20, 2005, because of the failure of Buyer to perform any of its obligations hereunder, except where such failure is otherwise permitted under this Agreement, then in such event, Seller shall have the option to terminate this Agreement upon written notice to Buyer, in which case Seller shall retain the Deposit, and such remedy shall be the exclusive remedy for Buyer’s failure to perform its obligations under this Agreement. The Parties agree in advance that actual damages would be difficult to ascertain and that such termination fee is a fair and equitable amount to be paid by Buyer to reimburse Seller for damages sustained due to the failure to close this transaction. (c) In the event (i) this Agreement is terminated by the mutual written agreement of Buyer and Seller, or (ii) the Closing does not occur on or before June 20, 2005, for any reason other than as set forth in writingSection 3.05(b), then Seller shall wire transfer the Deposit (without interest) to Buyer to an account designated in writing by Buyer within five (5) Business Days after the applicable event described in clause (i) or (ii). (d) if the Closing occurs, then the Deposit paid to Seller shall be retained by Seller and the Purchase Price payable to Seller at Closing shall be reduced by the amount of such Deposit.

Deposit. Optionee has delivered to Escrow Holder (ias that term is hereinafter defined) Concurrently with a check in the execution amount of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, TWENTY FIVE THOUSAND and NO/100 Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 25,000.00) (the “aforesaid amount together with all interest earned thereon as hereinafter provided for, called collectively the "Deposit”"). (ii) If . The proceeds of the Closing occurs, aforesaid check and all subsequent increases in the Deposit shall be credited toward promptly deposited by Escrow Holder into an interest bearing account and reduce shall be disbursed by Escrow Holder in accordance with the Cash Consideration Amount otherwise payable at terms and provisions of this Agreement. All deposits shall be applicable to the Closing. (iiipurchase price. If the Optionor obtains a closure letter for the existing environmental condition of the property from the California Regional Water Quality Control Board, North Coast Region indicating that all contamination issues have been remediated no later than October 1, 2005 and Optionor timely exercises its right to require Optionee to purchase the Property, then if Optionee elects to purchase the Property, the Optionee shall within 3 business days of its receipt of said document(s) If this Agreement is terminated by Buyers or Sellers pursuant deliver an additional check to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, the Escrow Holder in the event the transactions contemplated hereby shall not have been consummated prior amount of TWO HUNDRED AND TWENTY FIVE THOUSAND and NO/100 Dollars ($225,000.00), which amount, together with monies previously delivered to the End Date Escrow Holder, including interest earned thereon, to be referred to collectively as the "Deposit" for a total deposit of TWO HUNDRED AND FIFTY THOUSAND and NO/100 Dollars ($250,000.00)and shall become non refundable to the benefit of the Optionor, subject to Liquidated Damages as per Section 16.a. and applicable to the purchase price. In the event Optionor has satisfied the foregoing conditions and Optionee fails to purchase the Property, whether Optionee has deposited the additional Deposit or HSR Datenot, Optionor shall have the right to terminate the lease, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) the WHEREAS clauses above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently Purchaser has, on or prior to the date hereof, made an ▇▇▇▇▇▇▇ money deposit with Acquiom Clearinghouse LLC (the execution of this Agreement, Buyer shall deposit“Escrow Agent”) in the amount equal to $285,000.00 (the “Deposit”), by wire transfer of immediately available fundsfunds for deposit into a separate, $2,000,000 segregated, non-interest bearing escrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to such accounts as any lien, attachment, trustee process, or any other judicial process of any creditor of any Party and shall be specified applied against payment of the Purchase Price on the Closing Date. (b) If this Agreement is terminated by Topco pursuant to Section 8.1(d) or 8.1(f) (or by Purchaser pursuant to Section 8.1(b) or 8.1(c), in each case in circumstances where Topco would be entitled to terminate this Agreement pursuant to Section 8.1(d) or 8.1(f)), then Seller or its designee(s) shall retain 100% of the Sellers’ Representative in writingDeposit (together with all investment interest thereon, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”if any). (iic) If this Agreement is terminated by any Party in accordance with Section 8.1, other than as contemplated by Section 1.4(b), then 100% of the Deposit (together with all investment interest thereon, if any) shall be returned to Purchaser within five (5) Business Days after such termination. (d) The Parties agree Seller’s right to the Deposit, as set forth in Section 1.4(b), is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller for its efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby or thereby, which amount would otherwise be impossible to calculate with precision. The Parties further agree that ▇▇▇▇▇▇’s receipt of the Deposit shall not restrict, impair or otherwise limit any other remedies available to Seller under this Agreement (including those remedies set forth in Section 9.12) or at law or in equity. (e) If the Closing occurs, the Deposit (together with all investment interest thereon, if any) shall be credited toward and reduce transferred to Seller or its designee(s) on the Cash Consideration Amount otherwise payable at Closing Date in satisfaction of the Closing. (iii) If this Agreement is terminated by Buyers or Sellers balance of the Purchase Price, required to be delivered pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables1.2(b), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently Contemporaneous with the its execution of this Agreement, Buyer shall depositis making an ▇▇▇▇▇▇▇ money deposit with Acquiom Clearinghouse LLC (the “Escrow Agent”) in an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Deposit”), by wire transfer of immediately available fundsfunds for deposit into an escrow account, $2,000,000 to such accounts as in accordance with the terms of an escrow agreement, which shall be specified in a form reasonably acceptable to Seller and Buyer. The Deposit shall not be subject to any Lien, attachment, trustee process, or any other judicial process of any creditor of Seller or Buyer and, if the Closing occurs, shall be applied against payment of the Consideration on the Closing Date. The Deposit shall be released by the Sellers’ Representative Escrow Agent and delivered to either (x) Buyer or (y) Seller, as follows: (i) If this Agreement has been terminated (A) by Seller pursuant to Section 11.2(d), (B) by Seller pursuant to Section 11.2(e) in writingany circumstance where Buyer is not entitled to terminate pursuant to Section 11.2(e) because the failure of the Closing to occur results from the material breach by Buyer of its obligations under this Agreement required to be performed by it at or prior to the Closing or (C) by Buyer pursuant to Sections 11.2(b) or 11.2(c), in each case, in circumstances where Seller would be entitled to terminate this Agreement pursuant to Sections 11.2(d) or 11.2(e) and Seller provided prior written notice to Buyer of such claimed right, then Seller shall be entitled to retain the Deposit together with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”)all received investment income, if any. (ii) If this Agreement has been terminated by either party, other than as contemplated by Section 4.2(a)(i), then the Deposit, together with all received investment income, if any, shall be returned to Buyer within five (5) Business Days after such termination. (b) The parties agree that Seller’s right to retain the Deposit, as set forth in Section 4.2(a)(i), is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller for its efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (c) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant transferred to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, Seller in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result partial payment of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionConsideration. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently with The Deposit shall be held subject to the execution terms of this Agreement------- Agreement by Sellers, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occursHoldings and Alltrista. Upon Closing, the Deposit shall be credited toward retained by Sellers, Holdings and reduce Alltrista as partial consideration for the Cash Consideration Amount otherwise payable at the Closing. (iii) If Assets. Upon termination of this Agreement is terminated by Buyers or Sellers Sellers, Holdings and Alltrista pursuant to Section 10.1(b11.1(c) hereof, or Section 11.1(e) hereof (End provided Sellers, --------------- --------------- Holdings and Alltrista do not cause the failure to close by the Drop Dead Date) or Section 10.1(e) (HSR Date) (exceptSellers, in each caseHoldings and Alltrista shall be entitled to retain the Deposit as liquidated damages and, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or unless Buyer's failure to perform)close is determined to be an intentional breach without good cause or in bad faith, the such Deposit shall be forfeited and retained by Sellers free and clear in lieu of any all other damage claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement. Upon termination of this Agreement is terminated by Buyers or Sellers Buyer pursuant to Section 10.1 under any circumstances other ------- 11.1(b) hereof, Section 11.1(d) hereof or Section 11.1(e) hereof (provided Buyer ------- --------------- --------------- did not cause the failure to close by the Drop Dead Date, which reasons shall include but not be limited to Force Majeure and inability to obtain all surveys, title commitments and Phase I environmental surveys no fewer than fifteen (15) days prior to Closing), Sellers, Holdings and Alltrista shall promptly return the circumstances described in Section 1.6(c)(iiiDeposit to Buyer. In the event Sellers, Holdings and Alltrista believe they are entitled to retain the Deposit pursuant to this Section, they shall provide Buyer with a written notice to that effect within five (5) above, each days of the Sellers shalltermination of this Agreement or the Drop Dead Date, within three Business Days after the date whichever is earlier. Buyer shall have fifteen (15) days from its receipt of such terminationnotice to send Sellers, pay Holdings and Alltrista a Notice of Dispute. If a Notice of Dispute is sent pursuant to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to this Section, such account as dispute shall be specified by Buyer resolved pursuant to the procedures set forth in writingArticle IX hereof. If no Notice of Dispute is sent pursuant to this Section, Sellers, Holdings and Alltrista shall be entitled to retain the Deposit.

Deposit. The Parties acknowledge that a deposit in the amount of $[], representing ten percent (i10%) Concurrently of the Purchase Price, has been provided by the Purchaser to the Vendor on or before [INSERT DATE], and is being held in a non-interest-bearing trust account, to be released only in accordance with the execution provisions of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as Section 9. The Deposit shall be specified held in trust by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (Vendor until one of the “Deposit”). (ii) If the following events occur: if Closing occurs, the Deposit shall be credited toward to the Vendor at Closing for its own account absolutely and reduce be applied as partial payment of the Cash Consideration Amount otherwise payable at the Closing. (iii) If Purchase Price; if Closing does not occur due to a breach of this Agreement is terminated by Buyers the Purchaser or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition Purchaser to Closing of Buyer set forth fulfill the conditions in Section 7.1(cSections 12.1(a) through 12.1(c) (closing deliverablesprovided that for greater certainty, with respect to the conditions in Sections 12.1(a) through 12.1(c), such failure is due to matters within the reasonable control of the Purchaser, as applicable) the Deposit (along with any interest earned thereon) shall be forfeited by the Purchaser to the Vendor (and for the account of the Vendor absolutely); if Closing does not occur due to any reason other than as addressed by Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform9.1(b), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice paid to any other rights or remedies the Purchaser for the account of the Sellers arising Purchaser absolutely; and if the Purchaser is not ultimately the Successful Bidder (as that term is defined in the Sales Procedure set out in Schedule "C") than the Receiver acknowledges that it will be required to return the Deposit to the Purchaser in accordance with the terms of or relating to such transaction. (iv) If the Sales Procedure; In the event of termination of this Agreement is terminated by Buyers or Sellers under Section ‎9.1(b) pursuant to Section 10.1 under any circumstances other than which the circumstances described in Section 1.6(c)(iii) aboveVendor shall be entitled to retain the Deposit, each of the Sellers shall, within three Business Days after Parties agree that the date of such termination, pay to Buyer its Proportionate Percentage amount of the Deposit by wire transfer constitutes a genuine pre estimate of immediately available funds liquidated damages representing the Vendor's losses and liabilities as a result of Closing not occurring and agree that the Vendor shall not be entitled to such account recover from the Purchaser any amounts that are in excess of the Deposit as shall be specified by Buyer in writinga result of Closing not occurring. The Purchaser hereby waives any claim or defence that the amount of the Deposit is a penalty or is otherwise not a genuine pre estimate of the Vendor's damages.

Deposit. (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, Purchaser has deposited as a good faith deposit $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 5 million (the “"Deposit”") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"). , to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement substantially in the form of EXHIBIT C attached hereto (ii) the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the deposit shall be paid to Sellers pursuant to the Deposit Escrow Agreement and the full amount of the Deposit and the earnings thereon shall be credited toward against and reduce deducted from the Cash Consideration Amount otherwise payable Purchase Price to be paid at the Closing. (iii) closing by Purchaser for the Assets. If Sellers terminate this Agreement is terminated by Buyers in accordance with the provisions of Section 15.02(d), and provided at the time of such termination Sellers are not then in breach of any of their representations, warranties, covenants or Sellers pursuant agrements to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each casesuch an extent the Sellers' breaches, in the event aggregate, would reasonably be expected to have a Material Adverse Effect and the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer conditions set forth in Section 7.1(c) Sections 10.04 (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (only FCC and ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Fargo lien) to Act consents), 10.06 (provided that the applicable period shall be from August 31, 1996 through the date of termination of this Agreement), 10.09 and 10.10 shall have been satisfied satisfied, then Sellers shall be entitled to the Deposit as liquidated damages (the "Liquidated Damages Amount") without the necessity for proof by Sellers of actual damages, which damages that Sellers would sustain as a result of such termination. Notwithstanding anything else set forth in this Section 5.02, Sellers' sole and exclusive recourse for Purchaser's or waived) ▇▇▇▇▇▇'▇ breach of their representations or if obligations under this Agreement is terminated by Sellers prior to Closing shall only be to receive an amount of $5 million. In any other case if the Closing does not occur, then, pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)the Deposit Escrow Agreement, the Deposit and all earnings thereon shall be forfeited paid to Purchaser. All determinations of breach and retained satisfaction of conditions shall be made, and all payments by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as Escrow Agent shall be specified by Buyer made, in writingaccordance with the procedures and other provisions set forth in the Deposit Escrow Agreement."

Deposit. On the Execution Date, Purchaser shall deliver to the Title Company’s escrow account good funds in the amount of Fifty Thousand and No/100 Dollars (i) Concurrently with $50,000.00). On the execution 14th day following the Execution Date, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds Ten Thousand and No/100 Dollars ($10,000.00), which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. On the 30th day following the Execution Date, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds an additional Ten Thousand and No/100 Dollars ($10,000.00), which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. Upon expiration of the Inspection Period, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds the remaining Thirty Thousand and No/100 Dollars ($30,000.00), plus all accrued interest, which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. Title Company shall hold such sums in escrow for the benefit of Purchaser and Seller pursuant to the terms of this AgreementAgreement in an FDIC-insured interest-bearing account. Failure by Purchaser to timely pay such sum to the Title Company or any action by Purchaser to prevent or delay release of such funds from the Title Company to Seller shall constitute a default of this Agreement by Purchaser without further action or notice and this Agreement shall terminate, Buyer except for the Surviving Obligations, which shall depositsurvive in any event. All sums paid to the Title Company and/or released by the Title Company to Seller pursuant to this subsection 2.2(a), by wire transfer of immediately available fundstogether with all interest earned thereon, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal referred to such Seller’s Proportionate Percentage (as the “Deposit.”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Upon execution of this Agreement by both parties, Purchaser shall pay the Deposit by wire transfer into the Escrow Account. (a) Until the earlier of (i) Concurrently with the execution Closing Date or (ii) the date of the termination of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward held in such account and reduce subject to the Cash Consideration Amount otherwise payable provisions of this Section 4.1. The Deposit shall be invested by Escrow Agent as mutually directed by Purchaser and Seller, or, if no such direction is given, the Deposit shall be invested in either (a) direct obligations of the United States of America or any agency thereof, (b) certificates of deposit issued by any bank organized under the laws of the United States or any state thereof, provided such bank has capital and surplus aggregating at least Five Hundred Million Dollars ($500,000,000) or (c) commercial paper given the Closinghighest rating by a nationally recognized credit rating agency. (iiib) If Withdrawals shall be made from the escrow account only with the written authorization of both Purchaser and Seller and only as provided in this ARTICLE IV. Each of Purchaser and Seller covenants and agrees to authorize and to cause to be made all withdrawals required to be made by this ARTICLE IV. (c) At the Closing, Seller and Purchaser shall direct the Escrow Agent to pay the Deposit, plus any interest accrued thereon from the date of Deposit (the “Accrued Interest”), to Seller, which amounts shall be a direct credit to the Purchase Price payable by Purchaser to Seller as described in Section 4.2 below. (d) In the event that this Agreement is terminated (1) by Buyers Purchaser (A) in accordance with Section 11.3(a) on account of a willful and material breach by Seller of any representation, warranty or Sellers pursuant to Section 10.1(bcovenant contained in this Agreement or (B) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure to be satisfied of the condition to Closing of Buyer conditions set forth in Section 7.1(c) (closing deliverables)9.1, Section 7.1(d) (Material Adverse Effect)9.3, Section 7.1(g) (title commitment) 9.5, Section 9.6, or Section 7.1(h9.7, or (2) (▇▇▇▇▇ Fargo lien) by Seller as a result of the failure to be satisfied of the conditions set forth in Section 10.5 or Section 10.6, Seller and Purchaser shall promptly direct the Escrow Agent to pay the Deposit and any Accrued Interest thereon to Purchaser, and Seller shall have been satisfied no claim to, or waived) or if interest in, the Deposit and any Accrued Interest thereon. In the event that this Agreement is terminated by Sellers pursuant for any other reasons, Seller and Purchaser shall promptly direct the Escrow Agent to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), pay the Deposit shall be forfeited and retained by Sellers free and clear of plus any claims by Buyer with respect thereto and without prejudice Accrued Interest thereon to any other rights or remedies of the Sellers arising out of or relating to such transactionSeller. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (a) On the Effective Date, (i) Concurrently Buyer and Seller shall enter into an escrow agreement in the form of Exhibit F and made a part hereof (the “Escrow Agreement”) with LaSalle Bank National Association, as escrow agent (the execution of this Agreement, Buyer “Escrow Agent”); and (ii) Purchaser shall deposit, by wire transfer of immediately available funds, deliver to the Escrow Agent $2,000,000 to such accounts 2,550,000.00 as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage a good faith deposit (the “Deposit”). (b) In the event after Buyer deposits the Deposit, the purchase and sale contemplated by this Agreement is terminated (i) by Buyer pursuant to either Section 11.01(b) or (c) because the conditions set forth in Article IX are not capable of being satisfied by the Drop Dead Date; (ii) If by Buyer pursuant to Section 11.01(d); (iii) by either Buyer or Seller pursuant to either Section 11.01(e) or Section 11.01(f) hereof; or (iv) by either Buyer or Seller pursuant to Section 11.01(g) hereof resulting from a Governmental Action or a Third Party Action which relates to the Closing occursownership or operation of the Property by Seller or its affiliates or which might result in a Lien on the Property, then Buyer shall be entitled to the Deposit, and the Escrow Agent shall promptly deliver the Deposit to Buyer. Except in the case the Agreement is terminated by either Buyer or Seller pursuant to Section 11.01(e), Section 11.01(f) or Section 11.01(g) hereof, the delivery of the Deposit to Buyer pursuant to this Section 1.03(b) shall not in any way limit any legal recourse for damages, excluding any incidental or consequential damages, specific performance or any other rights or remedies available to Buyer resulting therefrom. (c) In the event the Agreement is terminated after Buyer deposits the Deposit for any reason other than as set forth in Section 1.03(b), then Seller shall be entitled to the delivery of the Deposit and the Escrow Agent shall promptly deliver the Deposit to Seller. The delivery of the Deposit to Seller pursuant to this Section 1.03(c) and the payment of Delay Damages, if any, pursuant to Section 6.01(c) shall constitute liquidated damages and shall be paid in lieu of any additional legal recourse for any damages, specific performance or any other rights or remedies available to Seller resulting therefrom. (d) Buyer and Seller covenant and agree to furnish and deliver the appropriate instructions to the Escrow Agent as required by Sections 1.03(b) and (c) of this Agreement and the terms of the Escrow Agreement. (e) At the Closing, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant returned to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Buyer unless Buyer gives written direction to the End Date or HSR Date, Escrow Agent to deliver the Deposit to Seller as applicable, solely as a result partial payment of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionPurchase Price. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently Contemporaneously with the execution of this Agreement, Buyer Purchaser shall depositpay to Seller the sum of Five Million and Five Hundred Thousand Dollars ($5,500,000.00) (hereinafter called the "Deposit"). If the sale hereunder is consummated in accordance with the terms hereof, by wire transfer of immediately available fundsthe Deposit, $2,000,000 to such accounts as without interest, if any, shall be specified applied to the Base Purchase Price to be paid by Purchaser at Closing. In the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage event (the “Deposit”). (iiA) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Purchaser in writing in accordance with the terms of Section 10.1(b10.01 hereof; (B) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant Seller in writing solely because the conditions to Closing specified in Section 10.1(d5.01.02 or 5.01.05 are not satisfied or (C) the transaction contemplated hereby fails to close due solely to the fault of Seller, which occurs in the absence of a default by Purchaser, then the Deposit, without interest, if any, shall be returned to Purchaser within three (Buyer 3) business days of the resulting termination of this Agreement. In the event the transaction contemplated by this Agreement does not close on or Merger Sub breach before December 31, 1997, for any reason whatsoever (including the fault of Purchaser), except those specified in the preceding sentence, the Deposit plus interest, if any, shall be forfeited by Purchaser and permanently retained by Seller as liquidated damages, as Seller's sole and exclusive remedy for such failure to close (including default by Purchaser), all other remedies for such failure to close being expressly waived by Seller. THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY. The restriction of Seller's damages hereunder to the amount of the Deposit shall apply only to damages arising solely from the failure to close the transaction contemplated hereby and shall not apply to damages arising from any other act or failure to performact by Purchaser (such as, for example, breach of confidentiality agreements between Seller and Purchaser), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or Merger Sub equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to perform)close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described Deposit to Buyer in Section 1.6(c)(iii) above, each of the Sellers shall, immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three Business Days (3) business days after the date event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of such terminationSeller set forth in ARTICLE 8 have been met, pay then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its Proportionate Percentage receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by wire transfer of immediately available funds to such account as Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ia) Concurrently Contemporaneously with or prior to the execution of this Agreement, Buyer shall deposit, will deposit by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by funds with the Sellers’ Representative in writing, with each Seller receiving Escrow Agent an amount thereof equal to such Seller’s Proportionate Percentage 10% of the Base Purchase Price (the “Deposit”). (ii) . The Deposit will be held by the Escrow Agent in a segregated interest-bearing escrow account in accordance with the terms of the Escrow Agreement. If the Closing occurs, the Deposit shall (and all interest earned thereon) will be credited applied toward the Purchase Price and reduce the Cash Consideration Amount otherwise payable released to Seller at the Closing. (iiib) If Seller terminates this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date11.3(a) or Section 10.1(e) (HSR Date) (except11.3(c), and, in each either case, in Buyer does not also have the event the transactions contemplated hereby shall not have been consummated prior right at that time to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition terminate this Agreement pursuant to Closing of Buyer set forth in Section 7.1(c) (closing deliverables11.3(a), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment11.3(b) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform11.3(e), then Seller will be entitled to receive the Deposit shall be forfeited and retained by Sellers (including all interest earned thereon), free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionthereto. (ivc) If (i) Buyer terminates this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than 11.3(a), Section 11.3(b) or Section 11.3(e); (ii) Seller terminates this Agreement pursuant to Section 11.3(a) or Section 11.3(c), and, in either case, Buyer has the circumstances described in right at that time to terminate this Agreement pursuant to Section 1.6(c)(iii11.3(a), Section 11.3(b) aboveor Section 11.3(e); or (iii) either Party terminates this Agreement pursuant to Section 11.3(d) or the Parties mutually agree to terminate this Agreement pursuant to Section 11.3(f), each of then Buyer will be entitled to the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage prompt return of the Deposit (including all interest earned thereon), free of any claims by wire transfer Seller with respect thereto. (d) Seller and Buyer agree to timely provide a joint instruction notice to the Escrow Agent regarding the disposition of immediately available funds to such account as shall be specified by Buyer the Deposit (including all interest earned thereon) in writingaccordance with this Section 3.4.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Seller and Buyers, Buyer Prima shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Six Hundred Thirty Thousand Dollars ($630,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Prima. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to the Closing set forth in Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for any Buyer’s failure to perform)perform such Buyer’s obligations under this Agreement. Seller and each Buyer acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Prima pursuant to Section 10.1 under 11.01(c) and Prima does not waive the non-satisfaction of any circumstances other than conditions to the circumstances described Closing set forth in Article 9 or (ii) by Prima or Seller pursuant to Section 1.6(c)(iii11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) aboveor Section 13.03(c), each of then Prima shall promptly provide Seller wire transfer instructions and Seller shall return the Sellers shall, Deposit to Prima in immediately available funds within three Business Days (3) business days after the date event giving rise to such return obligation. Seller and Buyers shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of such terminationSeller set forth in Article 8 have been met, pay then notwithstanding any provision in this Section 2.02 to Buyer the contrary, if the Closing does not occur because Seller wrongfully fails to tender performance at the Closing or otherwise Breaches this Agreement in any respect prior to the Closing, and Buyers are ready and otherwise able to close, at Prima’s sole election, either (i) Seller shall return the Deposit to Prima within three (3) business days after its Proportionate Percentage receipt of Prima’s written demand for the return of the Deposit by wire transfer in accordance with this Agreement, in which event Seller shall have no further obligations to Buyers, or (ii) Prima shall have the right to pursue specific performance of immediately available funds this Agreement, provided that Prima must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Prima elects to pursue specific performance, Prima must pursue specific performance as Buyers’ sole and exclusive remedy in lieu of all other legal and equitable remedies. If such account as action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Prima is unsuccessful for any reason, Buyers shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and Buyers’ sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (i) Concurrently with Buyer shall, upon the execution of this AgreementAgreement by both ------- parties, Buyer shall deposit, pay by means of a wire transfer to the account of immediately available funds, Seller (pursuant to the same wire instructions set forth in Section 8.3 for payment of the Purchase Price at Closing) the sum of Three Million Dollars ($2,000,000 3,000,000) as a deposit to such accounts as be credited towards the Purchase Price upon Closing. Such sum shall be specified by the Sellers’ Representative in writingrefunded to Buyer, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each casewithout interest, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as of termination of this Agreement without Closing because of: (a) a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Fargo lienruling which is unsatisfactory in a material part to either party; (b) Seller's failure to have been satisfied close its purchase of the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Gathering System on or waivedbefore January 31, 1997; (c) or if Seller's exercise of Seller's option to terminate this Agreement is terminated by Sellers in the event Purchase Price adjustments under Section 2.2(b)(iii) exceed $5,000,000; (d) Seller or Buyer, pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform6.2(e), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice elects to any other rights or remedies terminate because Defective Interests exceed 25% of the Sellers arising out of or relating to such transaction.Purchase Price; (ive) If this Agreement is terminated by Buyers or Sellers Buyer exercises its right not to Close pursuant to Section 10.1 under 8.2, except for Section 8.2(f), which such subsection, if being the basis for Buyer not to Close pursuant to Section 8.2, shall not preclude Seller from retaining the deposit made by Buyer pursuant to this provision; or (f) Seller exercises its right to terminate this Agreement pursuant to Section 15.6(d) because the sum of all Purchase Price Adjustments of any circumstances kind, any nature, exceeded 25%. In the event Buyer fails to timely close the transaction contemplated herein for any reason other than the circumstances described in Section 1.6(c)(iii) those listed immediately above, each of the Sellers shall, within three Business Days after the date of then Seller shall retain such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account $3,000,000 sum as shall be specified by Buyer in writingliquidated damages (and not as a penalty) for all losses or claims Seller may have against Buyer.

Deposit. (ia) Concurrently On or prior to the date hereof, J&J will deposit with Western Alliance Bank (the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, “Deposit Escrow Agent”) $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 15,000,000 (the “Deposit”) to be held in accordance with the terms of that certain Escrow Agreement, dated as of the date hereof, attached hereto as Exhibit B (the “Deposit Escrow Agreement”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) . If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b10.1(c), 10.1(d), 10.1(e) or 10.1(f) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, except in the event the transactions contemplated hereby shall not have been consummated prior of termination by Buyer pursuant to the End Date or HSR Date, as applicable, solely Section 10.1(f) as a result of the failure a Material Adverse Change or a Pandemic Shut Down has occurred and is ongoing as of the condition Outside Date (as may be extended)) and, in the case of a termination pursuant to Section 10.1(f): (i) at the time of such termination all other conditions to Buyer’s obligations to consummate the Closing of Buyer pursuant to Section 9.2 have been satisfied (other than (x) the conditions set forth in Section 7.1(c9.2(d) as they relate to the absence of any order, executive order, stay, decree, judgment or injunction or statute, rule, or regulation that is in effect (closing deliverableswhether temporary, preliminary or permanent) and that prevents or prohibits the consummation of any of the transactions contemplated by this Agreement or that makes it illegal for J&J to perform its obligations hereunder, or Section 9.2(e) as they relate to the necessary clearances under the HSR Act or the condition set forth in Section 9.2(g) as it relates to a Gaming Approval, and (y) any such conditions which by their nature are to be satisfied by the Closing Date or the satisfaction of which are conditioned on the Closing occurring, but that are reasonably capable of being so satisfied by the Outside Date), Section 7.1(d) and (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lienii) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant the extent applicable, Seller and Parent stood ready, willing and able to Section 10.1(d) (Buyer or Merger Sub breach or failure consummate the Closing on such date, then Parent and J&J shall direct the Deposit Escrow Agent to perform)release to Parent, as liquidated damages, the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies aggregate amount of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) aboveDeposit, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to an account or accounts designated by Parent, no later than three Business Days after such account termination. At the Closing, J&J and ▇▇▇▇▇▇ will direct the Deposit Escrow Agent to release the Deposit to Parent in partial satisfaction of the Closing Payment. If this Agreement is terminated under circumstances when the Deposit is not due and payable to Parent pursuant to this Section 10.4(a), J&J and Parent will direct the Deposit Escrow Agent to release the Deposit to J&J. (b) If J&J fails to pay, or cause to be paid, the Deposit to Parent, by the due date set forth herein, and, in order to obtain such payment, ▇▇▇▇▇▇ commences a suit that results in a final and non-appealable judgment against J&J for the Deposit, J&J shall pay to Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller, Group Companies or any of their respective affiliates in connection with such suit, together with interest on the amounts due pursuant to Section 10.4 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made (such costs, expenses and interest, collectively, the “Collection Costs”). Such interest shall be specified calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (c) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Seller Releasing Parties against J&J, any J&J Network Firm or any of their respective former, current and future representatives, direct and indirect equityholders, incorporators, stockholders, general and limited partners, successors and assignees and any former, current or future representative, affiliate, direct and indirect equityholder, incorporator, stockholder, general and limited partner, successor and assignee of any of the foregoing (including any financing sources involved with, providing or considering any financing of the transactions contemplated by Buyer this Agreement) (collectively, the “J&J Related Parties”), except for Fraud, arising out of or relating to this Agreement at any time before the Closing for the failure of the Closing hereunder to occur for any reason shall be Parent’s and Seller’s right to receive the Deposit and Collection Costs, if any (and such right will only apply in writingthe event this Agreement is validly terminated under the circumstance described in Section 10.4(a) and the Deposit and Collection Costs, if any, are payable pursuant to Section 10.4(a)), and except for Fraud, no J&J Related Party shall have any other liability or obligation to any Seller Related Party relating to or arising out of this Agreement or any related agreement, the performance hereof before the Closing or the failure of the Closing to occur under any theory of law or equity or in respect of any representations, warranties or other agreements made or alleged to be made in connection herewith or therewith, through J&J or otherwise, whether by or through attempted piercing of the corporate veil, by or through a Claim by or on behalf of J&J against any other J&J Related Party, by the enforcement of any assessment or by any legal or equitable proceeding or remedy, by virtue of any statute, regulation or other applicable Law, or otherwise. (d) The Parties acknowledge and agree that, in no event shall J&J (or any other Person) be required to pay the Deposit, or any portion thereof, more than once, it being understood that in no event will the Deposit be payable on more than one occasion. (e) Each Party acknowledges that: (i) the agreements contained in this Section 10.4 are an integral part of this Agreement and the transactions contemplated by this Agreement; (ii) the damages resulting from termination of this Agreement under Section 10.1(c), 10.1(d), 10.1(e) or 10.1(f) (whether or not in conjunction with a termination right under 10.1(f)) are uncertain and incapable of accurate calculation and, therefore, the amounts payable pursuant to Section 10.4(a), under the circumstances and subject to the conditions when such payment would be due, are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Seller and Parent for the efforts and resources expended and opportunities foregone while negotiating and performing under this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Closing; and (iii) without the agreements contained in this Section 10.4, the Parties would not have entered into this Agreement.

Deposit. (ia) Concurrently with Vendor acknowledges receipt from Purchaser, on the date of execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof a cash deposit equal to such Seller’s Proportionate Percentage forty-five million dollars (CAD $45,000,000) (the “Deposit”) paid by wire transfer, which shall be held by Vendor, in accordance with the terms and conditions of this Agreement. (b) If Closing does not occur and: (i) if the reason Closing does not occur is solely due to one or more of (x) the termination of this Agreement by Purchaser and CPEC pursuant to Section 10.2 as a result of Purchaser’s and CPEC’s Closing conditions set forth in Section 10.2(a) or Section 10.2(b) not being satisfied at or before the Closing Time or by the Outside Time (whichever occurs first) through no act, default or omission of Purchaser or CPEC where the failure of any of the foregoing conditions to be satisfied was due to the wilful and material breach by Vendor of one or more of its pre-Closing covenants hereunder and/or an intentional and material misrepresentation or fraud by Vendor and/or any of its Affiliates under Section 5.1 (collectively, “Vendor Wilful Breach”)., or (y) termination of this Agreement pursuant to Section 12.2 by Purchaser and CPEC, then: (A) the full amount of the Deposit and the Deposit Interest Amount shall be paid by Vendor to Purchaser for Purchaser’s own account absolutely no later than two (2) Business Days after the termination of this Agreement, and (B) Vendor shall concurrently pay to Purchaser a break fee in the amount of forty-five million dollars (CAD $45,000,000) (“Break Fee”). For clarity, Purchaser’s receipt of the Break Fee is not a penalty but is a genuine pre-estimate by the Parties of the minimum damages that Purchaser and CPEC will suffer in the case of a Vendor Wilful Breach, having regard to the size of the Purchase Price, the amount of time between the date hereof and the Closing Time, and the time and expense incurred and to be incurred by Purchaser and CPEC, provided that payment of the Break Fee will not be the sole recourse of the Purchaser and CPEC on account of Losses they suffer in connection with a termination by Purchaser and CPEC in circumstances where the Break Fee is payable by Vendor; (ii) If if the reason Closing does not occur is solely due to one or more of (w) the termination of this Agreement by Vendor pursuant to Section 10.1 as a result of Vendor’s Closing conditions set forth in Section 10.1(a), Section 10.1(b) or Section 10.1(c) not being satisfied at or before the Closing Time or by the Outside Time (whichever occurs first) through no act, default or omission of Vendor where the failure of any of the foregoing conditions to be satisfied was due to the material breach of this Agreement by Purchaser or CPEC and/or a material misrepresentation or fraud by Purchaser or CPEC and/or any of their Affiliates under Section 5.3; (x) the termination of this Agreement by Vendor pursuant to Section 10.1 as a result of Vendor’s Closing condition set forth in Section 10.1(e) not being satisfied at or before the Closing Time or by the Outside Time (whichever first occurs) through no act, default or omission of Vendor due to CPEC’s failure to use commercially reasonable efforts as contemplated by Section 4.3; (y) an election by Purchaser pursuant to Section 2.13(a) at or before the Outside Time; or (z) termination of this Agreement pursuant to Section 12.2 by Vendor, then: (A) the Deposit and the Deposit Interest Amount shall be retained by Vendor for Vendor’s own account absolutely, as liquidated damages, to compensate Vendor for its Losses in connection with the Transaction and the delay or permanent impairment caused to Vendor’s efforts to sell the Assets, and (B) except in circumstances where the failure of any of the foregoing conditions to be satisfied was due, in whole or in part, to the wilful and material breach by Purchaser and/or CPEC of one or more of its pre-Closing covenants hereunder and/or an intentional and material misrepresentation or fraud by Purchaser and/or CPEC under Section 5.3 (collectively, “Purchaser Wilful Breach”), in consideration for its retention of the Deposit and the Deposit Interest Amount, Vendor hereby waives any and all claims, rights or additional remedies that may be available to it, at law or in equity, as a result of Closing not occurring in such circumstances. For clarity, Vendor’s retention of the Deposit and the Deposit Interest Amount is not a penalty but is a genuine pre-estimate by the Parties of the damages, or in the case of a Purchaser Wilful Breach, minimum damages, that Vendor will suffer, having regard to the size of the Purchase Price, the Deposit shall amount of time between the date hereof and the Closing Time, and the time and expense incurred and to be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing.incurred by Vendor; and (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall if Closing does not have been consummated prior to the End Date or HSR Date, occur for any reason other than as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment2.10(b)(i) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform2.10(b)(ii), the Deposit and the Deposit Interest Amount shall be forfeited and retained paid by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice Vendor to any other rights or remedies of the Sellers arising out of or relating to such transaction. Purchaser for Purchaser’s own account absolutely no later than two (iv2) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date termination of such terminationthis Agreement, pay provided that except as expressly set forth above in this Section 2.10(b), termination of this Agreement prior to Buyer its Proportionate Percentage Closing will not limit the rights, remedies, powers or privileges available to the Parties under this Agreement or otherwise respectively, including but not limited to a breach of, or non-compliance with, representations, warranties, covenants and obligations related to anti-corruption in this Agreement. For greater certainty, this Section 2.10(b) shall survive the termination of this Agreement. (c) If Closing occurs, at the Closing Time, Vendor will apply the Deposit and Deposit Interest Amount as partial payment of the Deposit by wire transfer Purchase Price in accordance with Section 2.2, and applied solely against the Cash Consideration for purposes of immediately available funds to such account as shall be specified by Buyer in writingSection 2.7(a).

Deposit. ‌ (iA) Concurrently Buyer shall deposit the sum of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) (the “Initial Deposit”) with ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., (the execution of “Escrow Agent”), within five (5) business days after the Effective Date. (A) If, within the Investigation Period, Buyer has not terminated this AgreementAgreement and has provided the notice required by Section 4.03 hereof, and Seller has approved the CDD Budget Projections as set forth above in Section 1.04 hereof, Buyer shall depositdeposit with Escrow Agent an additional deposit of ONE HUNDRED SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($175,000.00) (the “Second Deposit”) no later than three (3) business days after the expiration of the Investigation Period. Buyer shall deposit an additional deposit of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) within three (3) business days after the Community Development District is approved and created (the “Third Deposit”). (The Initial Deposit, by wire transfer of immediately available funds, $2,000,000 the Second Deposit and the Third Deposit shall hereinafter be collectively referred to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (iiB) If the Closing occurs, the The Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated remitted to Escrow Agent by Buyers cashier’s check, subject to clearance, or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as federal funds. The Deposit shall be specified held by Escrow Agent in a non-interest bearing trust account. Escrow Agent shall hold the Deposit pursuant to the terms of this Section 2.02 and Article X of this Agreement, subject only to mutually agreed upon written modifications executed by the parties hereto. (C) Following the expiration of the Investigation Period, the Deposit, to the extent paid, shall be non-refundable to Buyer except (i) in the event any of the Conditions Precedent set forth in Section 7.05 of this Agreement have not been satisfied or waived by Buyer in writingwriting on or before Closing, or (ii) in the event of a default by Seller hereunder. At Closing Buyer shall receive a credit against the Purchase Price in the amount of the Deposit.

Deposit. Within five (i5) Concurrently with business days of the execution of this AgreementAgreement by all parties hereto, the Buyer shall depositdeposit with William B. Ife, by wire transfer Esq. of immediately available fundsBerkm▇▇ ▇▇▇▇▇▇ Peterson, Pedd▇, ▇.▇. (▇▇▇ "Escrow Agent") One Hundred Fifty Thousand ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 150,000) Dollars (the “"Deposit”). (ii") If the Closing occurs, the Deposit shall to be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) held in accordance herewith. If this Agreement is terminated by Buyers one or Sellers more Shareholders pursuant to Section 10.1(b) (End Date11.1(a) or because one or more of the conditions set forth in Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall 8.2 and 8.3 is not have been consummated prior to the End Date or HSR Date, as applicable, solely satisfied as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or Buyer's failure to perform)comply with its obligations hereunder, then the Escrow Agent shall deliver the Deposit to the Seller and the Deposit shall become non-refundable. Notwithstanding anything herein to the contrary, the Deposit shall count toward the "break-up fee" referred to in Section 11.2(b)(i). (a) Escrow Agent may hold the Escrow Deposit in an interest bearing account with Savings Bank, Garden City, New York, or such other account or bank as may be forfeited and retained determined by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies the Escrow Agent, for the benefit of the Sellers parties. The interest shall be paid to the party entitled to the Escrow Deposit and the party receiving the interest shall pay any income taxes thereon, if any. (i) Escrow Agent shall either: (A) apply the Escrow Deposit at the Closing in escrow pursuant to the terms of this Section or, (B) deliver the Escrow Deposit to Seller as liquidated damages under Section 11.2(b) herein upon receipt of written demand therefore, stating that Buyer has defaulted in the performance of its obligations under this Contract and the facts and circumstances underlying such default. (ii) Escrow Agent shall have the right at any time to terminate Escrow Agent's duties by depositing the Escrow Deposit and the interest thereon with the Clerk of the Supreme Court, Nassau County and notify Seller and Buyer of said deposit. (iii) Buyer agrees that Escrow Agent may represent Seller in any action arising out of or relating this Contract. Buyer acknowledges and agrees that Escrow Agent also represents the Company and further agrees to such transactionwaive any conflicts of interest herein. (iv) If this Agreement It is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than agreed that the circumstances described in Section 1.6(c)(iii) above, each duties of the Sellers shallEscrow Agent are only as herein specifically provided in this Agreement, within three Business Days after are purely ministerial in nature, and that the date of such termination, pay Escrow Agent shall be acting solely as a stakeholder without compensation as to Buyer its Proportionate Percentage the Escrow Deposit at the request and convenience of the Deposit parties, and that Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence. Company, Seller and Buyer hereby indemnify and agree to hold Escrow Agent harmless from and against any and all losses, damages, costs or expenses including legal fees which Escrow Agent may incur in defending against an action by wire transfer one of immediately available funds to such account as shall be specified the parties alleging misconduct by Buyer the Escrow Agent which results in writinga determination in favor of Escrow Agent (including all appellate actions).

Deposit. (i) Concurrently with the execution and delivery of this AgreementAgreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), the Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage deposit into a segregated trust account (the “"Escrow") maintained by Kozyak, Tropin & Throckmorton, PA, as escrow agent (the "Escrow Holder"), pursuant ▇▇ ▇▇ ▇▇▇▇▇▇ agreement that is reasonably acceptable to the Buyer and Seller and that recognizes that such deposit is not property of the bankruptcy estate, the sum of $1,100,000.00 (the "Deposit”). (ii") in immediately available, good funds. Upon receipt of the Deposit, the Escrow Holder shall immediately place the Deposit into an interest-bearing account. Except as set forth below, the Buyer shall reimburse the bankruptcy estate for any reasonable fees and charges relating to the Escrow. If the Closing occurs, then the Deposit (including any interest accrued thereon) shall be applied by the Seller to the Purchase Price. If the Closing does not occur, then, the Deposit shall become nonrefundable and shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior delivered to the End Date or HSR Seller if and only if (i) Seller has satisfied each of Buyer's conditions set forth in Sections 4.2.1, 4.2.2, 4.2.3 and 4.2.4 and (ii) a Buyer's Default (hereinafter defined) has occurred and continues to exist as of the Closing Date. As used herein, as applicablethe term "Buyer's Default" shall mean, solely as a result of either (i) the failure of Buyer to close the condition to transaction contemplated by this Agreement on the Closing Date or (ii) the failure of Buyer to satisfy each of the conditions to Seller's obligation to close set forth in Section 7.1(c) (closing deliverables)4.1.1, Section 7.1(d) (Material Adverse Effect)4.1.2, Section 7.1(g) (title commitment) 4.1.3, or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction4. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently On the Asset Transfer Date, the Purchaser will pay to the Vendor and the Escrow Agent the Deposit in accordance with the execution of Section 2.3(a) and this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”)Section 2.5. (iib) If The Parties agree that, notwithstanding any termination of the Closing occursAgreement, the Deposit shall will be credited toward and reduce dealt with in accordance with the Cash Consideration Amount otherwise payable at the Closing.following terms: (iii1) If if the purchase and sale contemplated by this Agreement is terminated duly completed, the Deposit will be credited on account of the Purchase Price; (2) if the purchase and sale contemplated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall this Agreement is not have been consummated prior to the End Date or HSR Date, as applicable, solely completed as a result of the failure non-fulfilment of a condition set out in Section 6 which has not been waived in full by the Purchaser and/or the Vendor, as applicable, then the Deposit will be immediately returned by the Vendor to the Purchaser within ten Business Days of a demand by the Purchaser for repayment at any time after the Outside Date; (3) if, following the fulfilment or waiver of all of the condition to Closing of Buyer conditions set forth out in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)6, the Vendor fails to complete the purchase and sale contemplated by this Agreement, then the Deposit shall will be forfeited and retained immediately returned to the Purchaser within ten Business Days of a demand by Sellers free and clear of the Purchaser for repayment at any claims by Buyer with respect thereto and time after the Closing Date, without prejudice to any other rights or remedies of the Sellers arising Purchaser whether at law or in equity; and (4) if, following the fulfilment or waiver of all of the conditions set out of or relating in Section 6, the Purchaser fails to such transactioncomplete the purchase and sale contemplated by this Agreement on the Closing Date, then the Deposit will be immediately forfeited to the Vendor as liquidated damages without any further liability to the Purchaser. (ivc) If As security for the Vendor’s obligation to repay the Deposit pursuant to Sections 2.5(b)(2) and 2.5(b)(3): (1) the Purchaser will deliver to the Escrow Agent, on the Asset Transfer Date, one- half of the Deposit (the “Deposit Collateral Funds”). The Deposit Collateral Funds will be held by the Escrow Agent and released: (A) to the Vendor upon the Escrow Agent receiving, at any time on or before the Outside Date, written evidence from either the Vendor or the Purchaser of the consent of the Minister to the transactions contemplated by this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, and e-mail confirmation from authorized representatives of each of the Sellers shall, Purchaser and the Vendor that such written evidence is satisfactory to that Party and that all closing deliveries required under this Agreement have been delivered; or (B) to the Purchaser within three Business Days after the date Outside Date. For purposes of such terminationclarity, pay the Parties agree that the above two release triggers represent the only escrow release triggers, will not be disputed and that each Party is acting in good faith to Buyer its Proportionate Percentage achieve a successful Closing prior to the Outside Date; (2) Parent hereby irrevocably and unconditionally guarantees the re-payment by the Vendor pursuant to Sections 2.5(b)(2) and 2.5(b)(3) of the one-half portion of the Deposit that is not secured by wire transfer the Deposit Collateral Funds. If the Vendor fails to re-pay the Deposit when due, Parent will immediately pay one-half of immediately available funds such Deposit to the Purchaser; (3) Each of the Vendor and the Parent will execute and deliver to the Purchaser general security agreements over all of the present and after acquired personal property of the Vendor and the Parent, respectively, in the form attached as Schedule 2.5(c)(3) (the “GSAs”) limited to the repayment obligation set out in the preceding section, which: (A) in the case of the GSA encumbering the Parent’s assets, will rank subordinate to all security held by the Parent’s Institutional Lender from time to time; and (B) in the case of the GSA encumbering the Vendor’s assets, will rank subordinate to all security held by the Purchaser’s existing lender, CIBC, provided that the Parent and the Vendor will have the right to substitute at any time a letter of credit or other cash deposit equal in value to the repayment guaranteed by the Parent under section 2.5(c)(2) in which case the GSAs will be discharged; and (4) in connection with the GSA encumbering the Parent’s assets, at the request of the Vendor or Parent, from time to time, the Purchaser will enter into a subordination agreement with the Parent’s Institutional Lender in a form containing commercially reasonable terms (which will include a standstill period of no longer than 45 days), pursuant to which the Purchaser will agree to subordinate its security under the GSA to any security granted by the Parent to the Parent’s Institutional Lender. (d) If the Purchaser demands repayment of the Deposit in accordance with Section 2.5(b)(2) or 2.5(b)(3) and the Vendor fails to repay the Deposit to the Purchaser within ten Business Days of such account as shall demand for repayment, then the Deposit will automatically convert to a loan from the Purchaser to the Vendor in the aggregate principal amount equal to the total Deposit at the time of such conversion (excluding any portion thereof that has been repaid by the Vendor, including any repayment resulting from the release by the Escrow Agent of the Deposit Collateral Funds to the Purchaser) plus an amount equal to 7% of the total Deposit at the time of such conversion (the “Loan”), which Loan will be specified evidenced by Buyer a promissory note in writingthe form set out in Schedule 2.5(d) (the “Promissory Note”). The Loan will accrue interest at the rate of 7% per annum, compounded monthly. The principal amount of the Loan, and all accrued interest thereon, will be payable ten Business Days after a demand for repayment made by the Purchaser. Parent hereby irrevocably and unconditionally guarantees the re-payment of the Loan by the Vendor, if such amount is not paid by the Vendor when due. The Loan will be secured by the GSA.

Deposit. (ia) Concurrently with Within three (3) business days after the execution date of delivery to FWRLP of an original of this Agreement, Buyer shall deposit, Agreement executed by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, Contributor together with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage completed Exhibits hereto (the “Deposit”). (ii) If date of such delivery to FWRLP being the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End "Acceptance Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables"), Section 7.1(d) (Material Adverse Effect)FWRLP shall deliver to Commercial Settlements, Section 7.1(g) (title commitment) or Section 7.1(h) (Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Fargo lien(the "Title Company"), as escrow agent, a deposit ("Deposit") of Fifty Thousand Dollars ($50,000.00) by check payable to have been satisfied or waived) or if the Title Company. If FWRLP shall fail to deliver the Deposit when required to do so, this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), shall become null and void and the Deposit parties hereto shall be forfeited relieved of all further liability and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice obligation to any other rights or remedies of the Sellers arising out of or relating to such transactioneach other. (ivb) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than The Title Company will immediately provide Contributor with written evidence of receipt of such Deposit. The Title Company shall place the circumstances described Deposit in Section 1.6(c)(iii) above, each of the Sellers shall, an interest-bearing account within three Business Days (3) days after the date of such terminationreceipt thereof, pay and interest on the Deposit shall accrue to Buyer its Proportionate Percentage the benefit of the party entitled to the Deposit and shall constitute a part of the Deposit for all purposes hereof. The Deposit shall be held by wire transfer the Title Company pursuant to the terms and conditions of immediately available funds this Agreement. (c) In the event that, at any time prior to Closing, Contributor or FWRLP provides Title Company with a certification (a copy of which shall be delivered contemporaneously to the other party) that the Contributor or FWRLP, as the case may be, is entitled to the Deposit pursuant to the terms of this Agreement, Title Company shall deliver the Deposit to such account as party within ten (10) business days after receipt of said notice, unless the other party disputes such certification by written notice to Title Company (a copy of which shall be specified delivered contemporaneously to the other party) delivered within seven (7) business days of Title Company's receipt of the initial certification. In such event, Title Company shall hold the Deposit pending resolution of such dispute. (d) The parties acknowledge that (i) Title Company is acting solely as escrow agent at their request and for their convenience, (ii) Title Company shall not be deemed to be the agent of either of the parties, and (iii) Title Company shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard to this Agreement or involving gross negligence. Contributor and FWRLP shall jointly and severally indemnify and hold Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Title Company's duties hereunder, except with respect to actions or omissions taken or suffered by Buyer Title Company in writingbad faith, in willful disregard of this Agreement or involving gross negligence on the part of Title Company; provided, however, that if any litigation shall arise between the Contributor and FWRLP in connection therewith, the non-prevailing party shall pay all such costs, claims and expenses of the Title Company. In the event any dispute shall arise between the parties hereto as to the disposition of the Deposit, the Title Company's sole responsibility may be met, at the Title Company's option, by paying the Deposit into the court in which relevant litigation is pending between the parties, or by initiating an interpleader action, and upon payment of the Deposit into court, neither Contributor nor FWRLP shall have any further right, claim, demand, or action against the Title Company.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or Merger Sub equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to perform)close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Deposit to Buyer its Proportionate Percentage of the Deposit by wire transfer of in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such account as return obligation. Buyer and Seller shall be specified by thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer in writing.is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three

Deposit. (i) Concurrently with As security for the execution correct fulfilment of this AgreementAgreement the Buyers shall lodge a deposit of 10% (ten per cent) or, Buyer shall depositit left blank, by wire transfer 10% (ten-per-cent), of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Purchase Price (the “Deposit”).) in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the per-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document (ii) If the Closing occurs, the Deposit shall be credited toward and reduce Holder has confirmed in writing to the Cash Consideration Amount otherwise payable at Parties that the Closingaccount has been opened. (iii) If the subject in Clause 23 of this Agreement is terminated has been lifted. The Buyers shall provide the Deposit Holder as soon as possible, but in any event within five (5) working days after this Agreement has been signed and exchanged by the Parties, with all necessary documents (“Buyers or AML Documents”) required by the Deposit Holder to open and maintain the Deposit Account and to enable the Deposit Holder to carry out the anti money laundering check, including but not limited to (i) the original of the signed Trust instructions, (ii) written evidence about the identity of the majority shareholder and (iii) Certificate of incorporation and/or Goodstanding Certificate of Buyers. In case the Deposit Holder does not receive the Buyers AML Documents within the said five (5) working day period Sellers pursuant rights under Clause 13 of this Agreement shall apply, The Buyers shall provide Sellers Bank as soon as possible, but in any event within five (5) working days after this Agreement has been signed and exchanged by the Parties with all necessary documentation (“Sellers Bank Required AML Documents”) required by Sellers Bank to Section 10.1(bcomply with all regulatory requirements regarding anti money laundering and know your customer requirements. In case Sellers Bank does not receive the Sellers Bank Required AML Documents within the said five (5) (End Date) or Section 10.1(e) (HSR Date) (exceptworking day period, in each case, in Sellers shall have the event the transactions contemplated hereby shall not have been consummated prior right to cancel this Agreement by written notice to the End Date or HSR Date, as applicable, solely as a result Buyers and Clause 13 of this Agreement shall apply. The Deposit shall be released in accordance with joint written instructions of the failure of Parties. Interests, if any, shall be credited to the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), Buyers. Any fee charged for holding and releasing the Deposit shall be forfeited and retained borne equally by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice the Parties. The Parties shall provide to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds Holder all necessary documentation to such open and maintain the account as shall be specified by Buyer in writingwithout delay.

Deposit. (a) Deposit to the Purchaser. The Purchaser may instruct the Deposit Escrow Agent to immediately return the Deposit (and accrued interest thereon) to the Purchaser: (i) Concurrently with Upon termination of this Agreement pursuant to Section 8.1(b) hereof, unless the execution Purchaser's action or failure to act has been the principal cause of or resulted in the failure of the Acquisition to occur on or before the Termination Date and such action or failure to act constitutes a breach of this Agreement; provided, Buyer shall deposithowever, by wire transfer it is understood and agreed that if the SEC fails to authorize the mailing of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely definitive Proxy Statement as a result of the Seller's inability to provide the audited financial statements described in Section 5.11(c), then the failure of the condition Acquisition to Closing occur on or before the Termination Date shall not be deemed to be the result of Buyer set forth in Section 7.1(cthe Purchaser's action or failure to act; or (ii) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if Upon termination of this Agreement is terminated by Sellers either the Seller or the Purchaser pursuant to Section 10.1(d8.1(c) (Buyer or Merger Sub breach hereof, unless the Purchaser's action or failure to perform)act has been the principal cause of or resulted in the Governmental Entity issuing such order, the Deposit shall be forfeited decree, judgment or ruling or action and retained by Sellers free and clear such Purchaser action or failure to act constitutes a breach of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies this Agreement; (iii) Upon termination of the Sellers arising out of or relating this Agreement by Purchaser pursuant to such transaction.Section 8.1(e) hereof; or (iv) If Upon termination of this Agreement is terminated by Buyers either Purchaser or Sellers Seller pursuant to Section 10.1 under any circumstances other than 8.1(f), provided, however, that so long as such failure to approve was not the circumstances described in Section 1.6(c)(iii) aboveresult of a Material Adverse Effect on the Seller, each Purchaser shall instruct the Deposit Escrow Agent to pay to Seller from the Deposit, an amount equal to its reasonable out-of-pocket expenses incurred as a result of the Sellers shallAcquisition contemplated hereby, within three Business Days after the date of such terminationincluding without limitation, pay reasonable legal and accounting expenses, as shown on an invoice presented by Seller to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingPurchaser.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement (or on the first Business Day following the execution of this Agreement if the date of execution is not a Business Day), Buyer shall deposit, has deposited by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, funds into escrow with each Seller receiving an amount thereof a sum equal to such Seller’s Proportionate Percentage seven and one-half percent (7.5%) of the Purchase Price (the “Deposit”). The Deposit shall be held by Seller pursuant to the terms of this Agreement. (iib) If the Closing occurs, the Deposit (together with any interest accruing thereon for the period, if any, from and including the date Seller receives the Deposit to and excluding the Closing Date) shall be credited applied toward and reduce the Cash Consideration Amount otherwise payable Purchase Price at the Closing. (iiic) If this Agreement is terminated by Buyers or Sellers Seller pursuant to Section 10.1(b11.1(c), Seller shall be entitled to retain the Deposit (together with all accrued interest) (End Date) or as liquidated damages. Seller’s retention of the Deposit shall be the sole remedy of Seller for any breach by Buyer of its obligations under this Agreement in the event of a termination pursuant to Section 10.1(e) (HSR Date) (except, 11.1(c). The provision for payment of liquidated damages in each casethis Section has been included because, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as of a result termination of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform11.1(c), the Deposit shall actual damages to be forfeited incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and retained by Sellers free and clear because the actual amount of any claims by Buyer with respect thereto and without prejudice such damages would be difficult if not impossible to any other rights or remedies of the Sellers arising out of or relating to such transactionmeasure accurately. (ivd) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances for a reason other than the circumstances described as set forth in Section 1.6(c)(iii2.8(c), then Seller shall deliver to Buyer the Deposit (with all accrued interest) above, each of the Sellers shall, within three not later than two Business Days after the date of following such termination, pay to Buyer its Proportionate Percentage free of the Deposit any claims by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingSeller with respect thereto.

Deposit. (a) The Purchaser shall pay the Initial Deposit to the Vendors on February 6, 2017, and the Vendors shall receive same by no later than 2:00 p.m. (Bermuda time) on February 9, 2017. (b) If the Financing Date has not occurred by June 1, 2017, the Purchaser may, at its option, pay the Second Deposit to the Vendors by June 1, 2017. (c) If Closing has not occurred by December 31, 2017, the Purchaser may, at its option, pay the Third Deposit to the Vendors by December 31, 2017. (d) The Deposit shall be allocated between the Vendors in a manner proportionate to the allocation of Adjusted Purchase Price set forth in Section 2.3. (e) The Deposit, together with interest at the Interest Rate on the Deposit while held by the Vendors (the "Deposit Interest"), shall be applied in accordance with the following terms and conditions: (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If if the Closing occurs, the Deposit and the Deposit Interest shall be credited toward retained by the Vendors and reduce applied by the Cash Consideration Amount otherwise payable Vendors at the Closing.Closing in partial satisfaction of Purchaser's obligation to pay the Closing Amount; (iiiii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated due to the exercise by Sellers pursuant the Purchaser of the right to Section 10.1(dterminate this Agreement specified in Subsections 11.1(b), 11.1(d) (Buyer or Merger Sub breach 11.1(h) or failure the exercise by the Vendors of their right to performterminate this Agreement specified in Subsection 11.1(i), the Deposit Purchaser shall be forfeited entitled to the Deposit and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice Deposit Interest which the Vendor shall return to any other rights or remedies of the Sellers arising out of or relating to such transaction. Purchaser within five (iv5) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after from the date of such termination, pay to Buyer its Proportionate Percentage ; and (iii) if this Agreement is terminated for any reason other than the exercise by the Purchaser of the Deposit right to terminate this Agreement specified in Subsections 11.1(b), 11.1(d) or 11.1(h) or the exercise by wire transfer the Vendors of immediately available funds their right to such account as terminate this Agreement specified in Subsection 11.1(i), the Vendors shall be specified by Buyer in writingentitled to retain the Deposit and the Deposit Interest.

Deposit. (i) Concurrently with In the event (A) all of the conditions to the obligations of the Buyer Parties to consummate the Contemplated Transactions set forth in Section 8.1 and Section 8.3 shall have been fully satisfied on or before the Termination Date (other than the execution and delivery of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 the Related Agreements and those conditions to such accounts as shall be specified satisfied by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable delivery of documents or taking of any other action at the Closing. ), (iiiB) If notwithstanding full satisfaction of all such Closing Conditions, the Buyer Parties refuse to consummate the Contemplated Transactions while Seller stands ready and able to complete the Closing (other than the execution and delivery of the Related Agreements and those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing), (C) Buyer has not terminated this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b), and (D) (End Date) or Seller exercises its option to terminate this Agreement pursuant to Section 10.1(e) (HSR Date) (except10.1(b), in each casethen, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in except for Section 7.1(c) (closing deliverables6.3(b), Section 7.1(d) (Material Adverse Effect10.2, Section 9.5, Section 9.6, Section 11.6(d), Section 7.1(g) 11.6(e), and Article XII (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) and the definitions related to have been satisfied or waived) or if any of the foregoing), this Agreement is terminated by Sellers pursuant shall become of no further force or effect, and (1) the Escrow Agent shall, and Seller shall be entitled to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)cause the Escrow Agent to, pay the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice interest earned thereon to any other rights or remedies of Seller, on the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three fifteenth Business Days Day after the date of such terminationtermination of this Agreement, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such an account as or accounts designated in writing by Seller and the payment of the Deposit to Seller shall be specified Seller’s sole remedy and source of recovery for any Claims or Losses related to or arising from any Buyer Party’s breach of this Agreement or the failure of the Closing to occur, and the Parties shall mutually release each other from any residuary Claims they may have against each other for Losses related to or arising from any breach of this Agreement, the failure of the Closing to occur or the negotiations and execution of this Agreement, (2) there shall be no liability in connection with this Agreement on the part of any of Seller, Buyer or Buyer Guarantor or any of their respective officers, directors, managers or representatives to any other Party, (3) all rights and obligations of any Party under this Agreement shall cease and (4) each Party hereby waives any and all rights to make any Claims against any other Party with respect to such other Party’s obligations under this Agreement. (ii) If this Agreement is terminated pursuant to Section 10.1 for any reason other than the reasons described in Section 10.2(b)(i), then the Escrow Agent shall, and Seller and the Buyer Parties shall jointly instruct the Escrow Agent to, pay the Deposit and all interest earned thereon to Buyer, on the fifth Business Day after the date of such termination of this Agreement, by Buyer wire transfer of immediately available funds to an account or accounts designated in writingwriting by Buyer. (iii) Each of the Parties acknowledges that the receipt of the Deposit and any interest thereon by Seller, in lieu of any other remedies at Law or in equity, is not a penalty, but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such Deposit may be retained for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Contemplated Transactions, which amount would otherwise be impracticable to calculate with precision. Notwithstanding the foregoing provisions of this Section 10.2(b), each of the Parties acknowledges that the Deposit is not liquidated damages with respect to, and shall not limit damages related to, breaches of the Confidentiality Agreement or for Claims of, or causes of action arising from, fraud, willful misconduct or intentional misrepresentation.

Deposit. (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as 3.1 The Deposit shall be specified by delivered in trust to the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (Broker as follows: 3.2 A photocopy of the “Deposit”)Deposit cheque shall accompany this Contract. 3.3 The Deposit shall be held in trust for both the Seller and the Buyer and shall be: (iia) If returned forthwith to the Closing occurs, Buyer if this Contract is not accepted; (b) returned forthwith to the Buyer if a condition is not satisfied or waived (as per Section 4) or the Seller fails to perform this Contract; and (c) paid to the Seller if this Contract is accepted and all conditions are satisfied or waived and credited to the Purchase Price if the Buyer performs on this Contract and forfeited to the Seller if the Buyer fails to perform on this Contract. 3.4 No interest on the Deposit shall be credited toward and reduce paid to the Cash Consideration Amount otherwise payable at Seller or the ClosingBuyer. (iii) If this Agreement 3.5 The Brokerage holding the Deposit is terminated by Buyers or Sellers pursuant further directed and authorized to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in pay the event the transactions contemplated hereby shall not have been consummated prior Deposit to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or Seller if this Agreement Contract is terminated by Sellers pursuant accepted and all conditions are satisfied and waived. 3.6 If there is a dispute between the Seller and the Buyer as to Section 10.1(dentitlement to the Deposit: (a) (Buyer or Merger Sub breach or failure to perform), the Brokerage holding the Deposit shall be forfeited review the circumstances, determine entitlement and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice pay the money to any other rights or remedies of the Sellers arising out of or relating party who is entitled to such transaction.the Deposit; (ivb) If this Agreement is terminated by Buyers or Sellers pursuant if no reasonable conclusion can be made in regard to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii(a) above, each of the Sellers shall, within three Business Days after Brokerage shall notify the date of such termination, parties to the Contract in writing and shall pay the money into a lawyer’s trust account; (c) the parties agree to Buyer its Proportionate Percentage allow the lawyer and/or Brokerage to deduct from the Deposit a reasonable fee and costs incurred for dealing with the Deposit; and (d) the Brokerage and/or lawyer acting in good faith under this section 3.6 shall not be liable to either party for any damages associated with the handling of the Deposit by wire transfer except arising from the negligence of immediately available the Brokerage or lawyer. 3.7 In the event that the Brokerage holding the trust funds ceases to be licensed in real estate, the Buyer and Seller agree to allow the trust funds to such account as shall be specified by Buyer in writingtransferred to the brokerage representing the other party.

Deposit. (ia) Concurrently Concurrent with the execution of this Agreement the Sellers, Alon and the Escrow Agent shall enter into the Deposit Escrow Agreement. Within one Business Day after execution of this Agreement, Buyer Alon shall deposit, deposit with the Escrow Agent $10,000,000 by wire transfer of immediately available funds. If the Termination Date is automatically extended to August 31, 2006, within one Business Day after June 30, 2006, Alon shall deposit a further $2,000,000 to such accounts 15,000,000, with the Escrow Agent. The Escrow Agent shall deposit the Deposit into an interest bearing account as set forth in the Deposit Escrow Agreement. If this Agreement is terminated for any reason, except as set forth in Section 2.1(b), Alon shall be specified by entitled to receive and retain the Sellers’ Representative Deposit. (b) The Sellers shall be entitled to receive and retain the Deposit if: (i) the Sellers terminate this Agreement pursuant to Section 10.3(a)(i) or (ii), or Alon terminates this Agreement pursuant to Section 10.4(a)(i) or (ii), and in writing, with each Seller receiving an amount thereof equal case the condition to such Seller’s Proportionate Percentage Closing set forth in Section 9.1(a) shall not have been satisfied; or (ii) the Sellers terminate this Agreement pursuant to Section 10.3(b) (any termination described in clause (i) or (ii) above being a “DepositQualified Termination”). (iic) If the Closing occursdoes not occur for any reason, all interest or other returns earned on the Deposit shall be credited toward paid to Alon. If the Closing does not occur as a result of a Qualified Termination, the Sellers and reduce Alon agree that it would be impractical and extremely difficult to estimate the Cash Consideration Amount otherwise payable at damages that the Closing. (iii) If this Agreement Sellers may suffer; however the Sellers and Alon agree that the Deposit is terminated by Buyers or a reasonable estimate of the minimum total damages that the Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (exceptwould suffer in the event the Closing does not occur, provided however, that the amount of the Deposit shall not limit the Seller’s recovery in the event the Closing does not occur as a result of a Qualified Termination, and, in each caseaddition to retaining the Deposit, in the event that the transactions contemplated hereby shall Closing does not have been consummated prior to the End Date or HSR Date, as applicable, solely occur as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)a Qualified Termination, the Deposit Sellers shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice entitled to seek any other rights available remedy, whether at law or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage equity. The payment of the Deposit by wire transfer as set forth herein is not intended as a forfeiture or penalty within the meaning of immediately available funds to such account as shall be specified by Buyer in writingapplicable law.

Deposit. (i) Concurrently Simultaneously with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, Purchaser is depositing as a good faith deposit $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 2.70 million (the “"Deposit”") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"). , to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement in the form of EXHIBIT C attached hereto (ii) the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the Deposit shall be credited toward and reduce paid to Purchaser pursuant to the Cash Consideration Amount otherwise payable Deposit Escrow Agreement. If Seller terminates this Agreement in accordance with the provisions of Section 15.02(d), at the Closing. (iii) If time of such termination Seller is not then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each casesuch an extent that Seller's breaches, in the event aggregate, have caused or would reasonably be expected to cause Purchaser to suffer a Material Loss (as defined in Section 10.01) or otherwise result in a Material Adverse Effect (as defined in Section 10.01) and the transactions contemplated hereby shall not conditions set forth in Sections 10.05 and 10.08 would have been consummated prior satisfied had Closing occurred on the date Seller terminates this Agreement, then Seller shall be entitled to the End Date or HSR DateDeposit plus all earnings thereon as liquidated damages (the "Liquidated Damages Amount"), as applicable, solely which Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Seller would sustain as a result of the failure of the condition to Closing of Buyer such termination. Notwithstanding anything else set forth in this Section 7.1(c) (closing deliverables)5.02, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated before Closing has occurred, then Seller's sole and exclusive recourse against Purchaser, Dobson Communications Cor▇▇▇▇▇▇on ("DCC"), as guarantor, or any of their subsidiaries or affiliates for any breach by Sellers Purchaser and/or DCC of their representations or obligations hereunder (including in the event Seller terminates this Agreement in accordance with the provisions of Section 15.02(d)) shall be to receive the Liquidated Damages Amount. In any other case if the Closing does not occur, then, pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)the Deposit Escrow Agreement, the Deposit and all earnings thereon shall be forfeited and retained paid to Purchaser. All payments by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as Escrow Agent shall be specified by Buyer made in writingaccordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

Deposit. (i) Concurrently with a. Upon the execution of this Agreement, Buyer shall depositdeliver to Seller $500,000 as a deposit towards the Purchase Price under the Option (the "Deposit"), and the Deposit will continue to be held by wire transfer Seller in accordance with the provisions of immediately available fundsthis Section 2. Following exercise of the Option, $2,000,000 to such accounts as and at the Closing contemplated by and in accordance with the terms and conditions of this Agreement, Seller shall be specified by obligated to credit the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (of the “Deposit”)Deposit towards payment of the Purchase Price. b. In the event that the Option terminates without Buyer having exercised the Option or that Buyer, having exercised the Option, fails to consummate the Closing as contemplated by Section 1.4, and provided that (i) the reason that the Option has terminated is other than as the result of a termination of the Services Agreement by Buyer following a Default thereunder by Seller and (ii) If all of the conditions precedent to Buyer's obligations set forth in Schedule 1.4(a) are able to 4 19 be satisfied within fifteen (15) days of such Option termination or on the Closing occursDate, as the case may be (in each case, a "Termination Without Cause"), then Seller shall be entitled to retain the Deposit, together with the Additional Liquidated Damages Payment provided for in Section 3 hereof, to compensate Seller for any and all damages arising by reason of Buyer's failure to exercise the Option or consummate the Closing, as the case may be, it being impossible to ascertain or accurately estimate the entire or exact cost, damage or injury which Seller may have sustained by reason of such failure to exercise. Such sum is agreed upon as liquidated damages for failure to exercise the Option or consummate the Closing, as the case may be, and not as a penalty. The retention of the Deposit and the Additional Liquidated Damages Payment shall be credited toward and reduce the Cash Consideration Amount otherwise payable fully discharge all obligations of Buyer to Seller under this Agreement, at the Closinglaw, at equity, or otherwise; and, Buyer shall have no further obligations of any kind whatsoever to Seller. (iii) If this Agreement is terminated c. In the event that the Option terminates or that Buyer, having exercised the Option, fails to consummate the Closing as contemplated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except1.4, in each case, in the event the transactions contemplated hereby other than under circumstances constituting a Termination Without Cause, then Seller shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), immediately return the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionBuyer. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Within one (i1) Concurrently with Business Day after the full execution of this AgreementAgreement by Buyer and Rockpoint, Buyer shall deposit, by deposit via wire transfer transfer(s) pursuant to the wire instructions attached hereto as Schedule 2 the sum of Three Million Seven Hundred Ninety-One Thousand Two Hundred Fifty and NO/100 Dollars ($3,791,250.00) in immediately available fundsfunds as a deposit (together with the Extension Deposit, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writingif any, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”) with Escrow Agent. If the entire Deposit is not timely received by the Escrow Agent in accordance with this Section 2.3 or if the Other Buyer Deposit is not timely received by the Escrow Agent in accordance with Section 2.3 of the Other Purchase Agreement, then this Agreement shall automatically be deemed null and void, ab initio, and any portion of the Deposit received by the Escrow Agent shall be returned to Buyer. The Deposit shall be non-refundable except as provided in Sections 4.2, 5.1, 5.5(b). , 9.2(e) and 10.2, and shall be held and delivered by Escrow Agent in accordance with the provisions of Article V. Notwithstanding anything to the contrary herein or in the Other Purchase Agreement, Buyer acknowledges and agrees that it and the Other Buyer must act in unison with respect to all matters set forth herein and in the Other Purchase Agreement, as applicable, including granting or withholding consent to any matter that Buyer and Other Buyer have the right to consent to under this Agreement and the Other Purchase Agreement, respectively, and the exercise of any right granted to Buyer herein, and to the Other Buyer in the Other Purchase Agreement, to either terminate this Agreement or the Other Purchase Agreement, as applicable, or proceed to close the transactions contemplated hereby or thereby, as applicable (iiincluding such rights granted to Buyer in Sections 4.2, 5.1, 5.5(b) and/or 10.2 of this Agreement and such rights granted to Other Buyer in Sections 4.2, 5.1, 5.5(b) and/or 10.2 of the Other Purchase Agreement), and if Buyer and/or Other Buyer fail to do so, then Buyer’s decision with respect to such matter shall prevail and, without limiting the generality thereof, if Buyer wishes to close the transactions contemplated hereby, and the Other Buyer fails to comply with its obligations under the Other Purchase Agreement in connection therewith, then, subject to Buyer’s rights pursuant to Section 2.5, the same shall constitute a default by Buyer hereunder and by Other Buyer under the Other Purchase Agreement and Rockpoint shall, without limitation, have the remedies available to it under Section 5.2 of this Agreement and under Section 5.2 of the Other Purchase Agreement. Interest earned on the Deposit shall be considered part of the Deposit. If the Closing occurs, then the Deposit shall be credited toward and reduce applied against the Cash Consideration Amount otherwise payable at Buyer Purchase Price on the ClosingClosing Date. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently with Section 5.1 Upon the mutual execution of this AgreementAgreement by Buyer and Seller, Buyer shall depositdeliver to Title Company, by wire transfer for deposit into the escrow described in Section 6.1 below, the sum of immediately available funds$500,000 (together with any interest earned thereon, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). Section 5.2 In the event that this transaction is consummated as contemplated by this Agreement, then (iia) If the Closing occurs, entire amount of the Deposit shall be credited toward and reduce against the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, Purchase Price in the event that the transactions contemplated hereby Loan is defeased, and (b) the entire amount of the Deposit (or such lesser portion thereof equal to Buyer’s payment obligations if applicable), shall not have been consummated prior to be credited against Buyer’s payment obligations in the End Date or HSR Dateevent that the Loan is assumed (and any excess of the Deposit over such payment obligations, as if applicable, solely as a result shall be refunded to Buyer). Section 5.3 The entire amount of the failure of Deposit, together with any interest accrued thereon, shall be returned immediately to Buyer in the condition to Closing of Buyer event that: (a) (i) the conditions precedent set forth in Section 7.1(c3.1(b) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to shall have been satisfied or waived, (ii) Buyer shall have performed fully or if tendered performance of its obligations hereunder, and (iii) Seller shall be unable or fail to perform its obligations, under this Agreement; or (b) Buyer terminates this Agreement at any time during the Inspection Period unless Buyer is terminated by Sellers pursuant to Section 10.1(d) then in default (Buyer or Merger Sub breach or failure to perform), in which event a portion of the Deposit equal to the amount of Seller’s damages claim shall be forfeited and retained by Sellers free and clear remain in escrow pending resolution of any claims by such claim); or (c) Buyer with respect thereto and without prejudice fails to any other rights or remedies deliver written notice to Seller prior to the expiration of the Sellers arising out Inspection Period that Buyer has elected to proceed with the purchase of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances Property as described in Section 1.6(c)(iii3.2 above; or (d) above, each of Buyer becomes entitled to the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage refund of the Deposit by wire transfer pursuant to the terms set forth in Sections 3.2, 3.3 or 5.2 above, or Section 6.3 below; or (e) Buyer terminates this Agreement pursuant to the terms of immediately available funds Section 7.1(a); or (f) Buyer or Seller terminates this Agreement pursuant to such account as shall be specified by Buyer in writingthe terms set forth Section 7.1(b). Section 5.4 IN ALL EVENTS OTHER THAN THOSE SET FORTH IN SECTION 5.3 ABOVE, THE ENTIRE AMOUNT OF THE DEPOSIT, PLUS ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT PLUS ACCRUED INTEREST IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE CONTRACT DATE. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER. THE FOREGOING, HOWEVER, IS A LIQUIDATED MEASURE OF DAMAGES FOR THE SPECIFIED BREACH ONLY, AND SHALL NOT LIMIT BUYER’S LIABILITY UNDER SECTIONS 2.3 OR 7.9 OF THIS AGREEMENT. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT OR BREACH BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY. HDB Seller NZ US Buyer

Deposit. 3.1.1 Prior to 3:00 pm (iToronto time) Concurrently with on the execution of this Agreementthird (3rd ) Business Day following the Execution Date, the Buyer shall deposit, deliver the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) (the “First Deposit”) by wire transfer of immediately available fundsto the Sellers’ Solicitors, $2,000,000 which First Deposit, subject to such accounts as Section 3.1.3, Section 6.6, shall be specified non-refundable and released to the Sellers, upon receipt by the Sellers’ Representative in writingSolicitors. 3.1.2 Prior to 3:00 pm (Toronto time) on the third (3rd) Business Day following receipt of the Waiver Notice, the Buyer shall deliver the sum of Two Million Five Hundred and Twenty Five Thousand Dollars ($2,525,000.00) (the “Second Deposit”, together with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the First Deposit, the “Deposit”) by wire transfer to the Sellers’ Solicitors to be invested by the Sellers’ Solicitors in an interest‑bearing trust account with a Canadian Schedule I bank pursuant to the Bank Act (Canada). (ii) 3.1.3 If this Agreement is not completed due solely to a default of the Buyer, the Second Deposit, together with interest earned thereon, shall be forfeited to the Sellers, without limiting the Sellers’ right to claim additional damages and to pursue all other available remedies. If this Agreement is terminated due solely to a default of the Sellers, the Second Deposit, together with all interest earned thereon shall be thereupon returned to the Buyer, without limiting the Buyer’s right to claim additional damages and to pursue all other available remedies. 3.1.4 If the Closing occursTransaction is completed, the Deposit shall be credited toward against the Purchase Price due on Closing and reduce the Cash Consideration Amount otherwise payable at interest accrued thereon shall be paid by the Sellers’ Solicitors directly to the Buyer post-Closing. (iii) If 3.1.5 In holding and dealing with the Deposit and interest pursuant to this Agreement, the Sellers’ Solicitors are not bound in any way by any agreement other than this Agreement, and the Sellers’ Solicitors shall not be considered to assume any duty, liability or responsibility other than to hold the Second Deposit and interest in accordance with the provisions of this Agreement is terminated by Buyers or Sellers pursuant and to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (exceptpay the Second Deposit and interest to the Person becoming entitled thereto in accordance with the terms of this Agreement. In the event of a dispute between the parties as to entitlement to the Second Deposit and interest, the Sellers’ Solicitors may, in each casetheir discretion, pay the Second Deposit and interest in dispute into Ontario court, whereupon the event the transactions contemplated hereby Sellers’ Solicitors shall not have been consummated prior no further obligations relating to the End Date Deposit and interest earned thereon. The Sellers’ Solicitors will not, under any circumstances, be required to verify or HSR Datedetermine the validity of any notice or other document whatsoever delivered to the Sellers’ Solicitors and the Sellers’ Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the acceptance by the Sellers’ Solicitors of any such notice or other document in good faith. 3.1.6 The provisions of this Section 3.1 shall survive Closing or the earlier termination of this Agreement, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with 100,000 shares of the authorized but unregistered common stock, no par value of the Purchaser (the "CAHC Stock") have already been delivered to the Seller in consideration of the Seller's execution and delivery of that certain letter of intent (the "Letter of Intent") dated April 30, 1997 by and between the Purchaser and the Seller. The Letter of Intent expired by its terms on July 15, 1997. On August 19, 1997 the parties agreed to revive, amend, extend and restate the Letter of Intent on the terms and conditions contained therein (the "Restated Letter of Intent"). To secure the Purchaser's obligations under this Agreement, Buyer shall depositthe Purchaser has deposited with ▇▇▇▇, by wire transfer of immediately available funds▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, $2,000,000 to such accounts L.L.P., the Seller's attorneys, as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage escrow agent (the “Deposit”"Escrow Agent"), pursuant to that certain escrow agreement dated May 5, 1997 (the "Escrow Agreement"), a copy of which is attached hereto as Schedule 1.02, an additional 400,000 shares of CAHC Stock. (iib) If the Closing occursshall occur as hereinafter provided, the Deposit 400,000 shares of CAHC Stock held by the Escrow Agent shall be credited toward and reduce returned to the Cash Consideration Amount otherwise payable at the ClosingPurchaser. (iiic) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in In the event the transactions contemplated hereby shall Closing as provided for herein does not have been consummated prior to the End Date or HSR Date, as applicable, solely occur as a result of the Seller's failure or refusal to proceed to Closing, all the CAHC Stock then held by the Escrow Agent shall be delivered by the Escrow Agent to the Purchaser, all the CAHC Stock then held by the Seller shall be delivered by the Seller to the Purchaser and the Seller shall pay to the Purchaser the sum of Two Hundred Thousand ($200,000) Dollars, all of which shall be liquidated damages hereunder and which shall be the condition Purchaser's sole and exclusive remedy as against the Seller in connection with this Agreement. For purposes of this paragraph, the 100,000 shares of CAHC Stock returned by the Seller to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) the Purchaser shall be deemed to have been satisfied or waiveda value of Three ($3.00) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionDollars per share. (ivd) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each Closing as provided for herein does not occur as a result of the Sellers shallPurchaser's failure or refusal to proceed to Closing, subject to any conditions to the Purchaser's obligations hereunder, including, without limitation, the execution and delivery of that certain long term Biosolids Services Management Agreement by and between the Corporation and the New York City Department of Environmental Protection (the "New York Contract"), all of the shares of CAHC Stock then held by the Escrow Agent shall be delivered by the Escrow Agent to the Seller as liquidated damages, which shall be the Seller's sole and exclusive remedy as against the Purchaser in connection with this Agreement; provided, however, that if the Closing does not occur as herein provided as a result of the Purchaser's failure or refusal to proceed to Closing, from and after the date hereof to and including September 15, 1998, the Seller shall have the option to require the Purchaser to repurchase all of the CAHC Stock then owned by the Seller at a purchase price of Three ($3.00) Dollars per share. The Seller shall exercise such option by providing written notice to the Purchaser of his intent to exercise such option, whereupon within three Business Days after five (5) days of the date of such terminationnotice, pay the Purchaser shall deliver to Buyer its Proportionate Percentage the Seller the Purchaser's promissory note in the principal amount of One Million Five Hundred Thousand ($1,500,000) Dollars which note shall be due and payable on September 15, 1998, shall provide for the accrual and payment of interest on the outstanding principal balance thereof at the floating rate of Wall Street Prime plus two (2%) percent per annum and such promissory note shall either: (i) be secured by such property of the Deposit by wire transfer of immediately available funds Purchaser as is reasonably satisfactory to such account as the Seller; or (ii) the Purchaser and the Seller shall enter into a mutually acceptable escrow agreement pursuant to which the Purchaser shall be specified required to deposit in an escrow account the sum of $100,000 per month as security for the payment of the note and the Seller shall deliver in escrow stock certificates for the shares of CAHC Stock. Upon payment by Buyer in writingthe Purchaser of $1,500,000 plus accrued interest, the escrow agent shall deliver the stock certificates representing the CAHC Stock to the Purchaser.

Deposit. (i) Concurrently with the execution As required in Paragraph 2.a., of this Agreement, on the FINAL EXECUTION DATE, Buyer shall depositdeposit with Lawyers Title Insurance Corporation, a Virginia corporation (heretofore and hereafter called "Escrow Agent") a good faith deposit (heretofore and hereinafter referred to as the "Deposit") in the amount of Six Hundred Thousand and No/100 Dollars ($600,000.00). By its acceptance of the Deposit as indicated by wire transfer of immediately available fundsits joinder in this Agreement, $2,000,000 Escrow Agent hereby agrees to such accounts as shall be specified by hold the Sellers’ Representative Deposit in writingaccordance with the following instructions, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”).wit: (ii) a. If the Closing occurssale and purchase contemplated in this Agreement is closed in accordance with the terms hereof, the Deposit shall be credited toward and reduce transmitted to Seller to be applied by Seller as a credit against the Cash Consideration Amount otherwise payable total Purchase Price due from Buyer to Seller at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers closing pursuant to Section 10.1(b) (End Date) Paragraph 2., of this Agreement; b. If Buyer fails or Section 10.1(e) (HSR Date) (exceptrefuses to close the purchase and sale in accordance with this Agreement, in each case, in the event the transactions contemplated hereby shall not have been consummated prior or otherwise fails to the End Date or HSR Date, as applicable, solely as a result comply with any of the obligations, covenants, warranties or agreements and such failure of the condition to Closing of Buyer set forth is not cured within ten (10) days after notice as provided in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)Paragraph 9, the Deposit shall be forfeited immediately transmitted by Escrow Agent to Seller to be Seller's absolutely in accordance with Paragraph 9.a., above; c. In the event of either (i) Seller's inability to deliver good and retained marketable title to the Property (or any of them) in accordance with this Agreement (unless expressly waived in writing by Sellers free Buyer), or (ii) issuance and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies receipt of the Sellers arising out Termination Notice as described in Paragraph 6., Escrow Agent shall immediately return that portion of or the Deposit relating to such transactionthat Property(ies) to Buyer upon Buyer's written request therefor and the Agreement shall thereupon be deemed null, void and of no further force and effect (except for indemnification provision of Paragraph 6.a. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than , and 14). For the circumstances described in Section 1.6(c)(iii) abovepurposes of allocating the Deposit, the sum of $100,000.00 shall be allocated toward each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.six (6)

Deposit. (i) Concurrently with 30 As security for the execution correct fulfilment of this Agreement, Buyer Agreement the Buyers shall deposit, by wire transfer lodge a deposit of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage USD 500,000 (United States Dollars Five Hundred Thousands only) (the “Deposit”).) in an Non-interest 31 bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: 32 (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) If the Closing occursDeposit Holder has confirmed in writing to the Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited toward to the Buyers. Any fee charged for holding and reduce releasing the Cash Consideration Amount otherwise payable at 38 Deposit shall be borne equally by the Closing. (iii) If Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement is terminated by Buyers or to the Sellers pursuant to Section 10.1(bshall be lodged with the Deposit Holder under Escrow Agreement, at least two (2) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated Banking days prior to the End Date or HSR Date, as applicable, solely as a result Vessel’s expected delivery date and shall instruct the Deposit Holder to confirm to the Sellers receipt of funds. On delivery of the failure of the condition to Closing of Buyer set forth in Section 7.1(cVessel, but not later than three (3) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Banking Days after the date that Notice of such termination, pay to Buyer its Proportionate Percentage 42 Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 43 (i) the Deposit and the balance of the Deposit by wire transfer of immediately available funds to such account as Purchase Price and all other sums payable shall be specified released to the Sellers; and (i) The Deposit and the Balance of the Purchase Price and all other sums payable, shall be released to the Sellers account within two(2) banking days, after the "Protocol of Delivery and Acceptance" have been signed by Buyer both Sellers and Buyers On delivery of the Vessel. 44 (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers 45 to the Sellers under this Agreement shall be paid in writing.full free of bank charges to the 46

Deposit. (i) Concurrently with the 6.1 Forthwith upon execution of this AgreementAgreement by all parties hereto, Buyer shall depositthe Purchaser will deposit in trust with Clark, by wire transfer of immediately available fundsWilson, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Barristers and Solicitors (the “"Trustee") a deposit in the amount of $10,000 (the "Deposit”"). (ii) If , which Deposit will be placed in an interest bearing account and will be dealt with as follows: the Deposit will be paid to the Vendor on the Closing occursDate if the Vendor is ready, willing, and able to complete the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result sale of the failure Business Assets in accordance with the terms hereof, all of the condition to Closing of Buyer conditions set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to Clause 13.1 have been satisfied or waived) or if this Agreement , and the purchase and sale contemplated hereby is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)completed, then the Deposit shall will be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice applied to any other rights or remedies the credit of the Sellers arising out Purchaser toward the Purchase Price; and the Deposit will be paid to the Purchaser if either: the conditions set forth in Clause 13.1 have not been satisfied or waived and the Purchaser elects not to complete; or the Vendor is not ready, willing, and able to complete the sale of or relating the Business in accordance with the terms hereof on the Closing Date and the Purchaser elects not to such transactioncomplete. (iv) 6.2 Notwithstanding anything to the contrary contained herein, if a dispute arises as to the disposition of the Deposit while the Deposit is held by the Trustee, then the Trustee will have the right to pay same into court and such payment will be an effective discharge of the Trustee of all its obligations hereunder. 6.3 If this Agreement is terminated by Buyers or Sellers pursuant contains subject conditions then notwithstanding anything to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) abovecontrary contained herein the Vendor will receive and retain, each as outright and non-refundable consideration, the sum of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage $100.00 out of the Deposit upon the Vendor signing this Agreement and in consideration therefor the Vendor covenants and agrees not to withdraw its acceptance of the offer constituted by wire transfer this Agreement, prior to the time for removal of immediately available funds any subject conditions contained herein, up to such account as shall be specified by Buyer in writingthe Closing Date.

Deposit. (ia) Concurrently with The Agreement is hereby amended so that the execution Escrow Agent shall pay $25,000.00 of this Agreementthe Deposit to Seller on May 18, Buyer shall deposit2015, by wire transfer which portion of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce non-refundable to Buyer, except in the Cash Consideration Amount otherwise payable at event of a termination of the Closing. Agreement pursuant to Sections 4(c) (iiiShareholder Approval), 9(b) If this (Seller default), 11 (condemnation), 15(b) (a Superior Proposal) or 16(b) (material damage) of the Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b10(d) (End Date) or Section 10.1(e) (HSR Date) (exceptof this Amendment, in each casewhich case the entire Deposit, in including the event the transactions contemplated hereby $25,000 which has been released to Seller, shall not have been consummated prior be returned to the End Date or HSR Date, as applicable, solely as a result Buyer. The remaining $975,000.00 of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by refundable to Buyer with respect thereto and without prejudice to any other rights or remedies until completion of the Sellers arising out Due Diligence Period as provided in Section 5 of the Agreement, as amended below, or relating as otherwise provided in the Agreement. For the avoidance of doubt, any return or refund of the Deposit occurring after May 18, 2015, will consist only of the remaining $975,000 of the Deposit, except for a termination pursuant to such transactionSections 4(c), 9(b), 11, 15(b) or 16(b) of the Agreement or pursuant to Section 10(d) of this Amendment. (ivb) If this Agreement is terminated Prior to expiration of the Due Diligence Period, Buyer and Seller shall submit joint Escrow Instructions to the Escrow Agent authorizing Escrow Agent to release the remaining deposit to Seller promptly following any termination by Buyers or Sellers Buyer during the Additional Due Diligence Period pursuant to Section 10.1 under 5(a), any circumstances termination by Seller pursuant to Section 9(a) (provided that Buyer does not dispute such termination) or any failure of Buyer to close, other than the circumstances described in Section 1.6(c)(iiiBuyer’s failure to close due to a termination pursuant to Sections 4(c), 9(b), 11, 15(b) above, each or 16(b) of the Sellers shall, within three Business Days after the date Agreement or pursuant to Section 10(d) of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingthis Amendment.

Deposit. 2.6.1 The Deposit will be payable by the Purchaser’s Solicitors to the Seller’s Solicitors on the Conclusion Date; 2.6.2 The Deposit will be: (i) Concurrently placed on joint deposit by the Seller’s Solicitors in an interest bearing account in the joint names of the Purchaser’s Solicitors and the Seller’s Solicitors immediately on receipt, to be held by them in trust (for the relevant party entitled thereto in accordance with the execution terms of this Agreement, Buyer shall deposit, by wire transfer Clause 2.6) and to be released only in accordance with the terms of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”).this Clause 2.6; (ii) If treated as a payment to account of the Closing occursPrice if the purchase of the Property proceeds, and accordingly released to the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable Seller at the Closing.Completion; (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior forfeited to the End Date Seller if the Purchaser is in (or HSR deemed to be in) material breach of its obligations under the Missives and the Seller properly rescinds the contract constituted by the Missives as a result; and (iv) returned to the Purchaser if the Seller is in material breach of its obligations under the Missives and the Purchaser properly rescinds the contract constituted by the Missives as a result, or if the Purchaser validly resiles in accordance with Clause 12 (Damage or Destruction); 2.6.3 The interest accrued on the Deposit will be paid to the party to whom the Deposit is payable in accordance with the foregoing provisions. For the avoidance of doubt, the interest will be treated as a payment to account of the Price if Clause 2.6.2 (ii) applies; 2.6.4 The Seller and the Purchaser each undertake to the other that they will, and that they will procure that their respective solicitors will, take all such steps as may be necessary as expeditiously as possible to give effect to the foregoing provisions, including signing all necessary bank forms and other documentation. 2.6.5 On the Conclusion Date, the Seller and the Purchaser shall each exhibit to the other their respective Irrevocable Instructions to the Purchaser’s Solicitors and the Seller’s Solicitors (signed on behalf of the Seller and the Purchaser, as applicable, solely as a result by their respective solicitors). 2.6.6 The Seller will procure that Seller’s Solicitors deliver to the Purchaser’s Solicitors the Escrow Undertaking (Seller’s Solicitors) on receipt by the Seller’s Solicitors of the failure Deposit. 2.6.7 The Purchaser shall procure that the Purchaser’s Solicitors deliver to the Seller’s Solicitors the Escrow Undertaking (Purchaser’s Solicitors) on payment to the Seller’s Solicitors of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionDeposit. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently On the date hereof the Purchaser shall pay to the Vendor a deposit equal to ten percent (10%) of the Base Price, by certified cheque, bank draft or electronic transfer of funds (the "Deposit"). The Deposit received by the Vendor pursuant to this Section 3.3(a) shall be held in trust by the Vendor and shall be releasable in accordance with this Agreement. (b) If Closing occurs in accordance with the execution terms and conditions of this Agreement, Buyer shall deposit, the Deposit received by wire transfer of immediately available funds, $2,000,000 to such accounts as the Vendor shall be specified retained by the Sellers’ Representative Vendor and credited against the Purchase Price, in writingpartial satisfaction of the Purchaser's obligation to pay the Purchase Price at Closing. (c) If Closing does not occur: (i) due to a material breach of this Agreement by the Vendor or a failure of the conditions precedent set forth in Section 10.2 of this Agreement to be satisfied or waived in accordance with the terms of this Agreement or failure to obtain court approval, the deposit received by the Vendor shall be returned by the Vendor to the Purchaser, this Agreement shall thereupon terminate, and each Party shall be released from all obligations and liabilities under or in connection with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”).this Agreement; or (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If for any reason other than a material breach of this Agreement is terminated by Buyers the Vendor or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer conditions precedent set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) 10.2 of this Agreement to have been be satisfied or waived) or if waived in accordance with the terms of this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)obtain court approval, the Vendor shall be entitled to the Deposit, the Deposit shall be forfeited to the Vendor, and retained the Vendor shall be entitled to terminate this Agreement and each party shall be released from all obligations and liabilities under or in connection with the Agreement. For greater certainty, the Vendor’s right to retain the Deposit shall be its sole and exclusive remedy against the Purchaser in the event that Closing does not occur for any reason other than a material breach of this Agreement by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights the Vendor or remedies a failure of the Sellers arising out conditions precedent set forth in Section 10.2 of or relating to such transaction. (iv) If this Agreement is terminated by Buyers to be satisfied or Sellers pursuant waived in accordance with the terms of this Agreement or failure to Section 10.1 under any circumstances obtain court approval, and the Vendor shall have no other than rights, remedies or claims against the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingPurchaser.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Fifteen Million Three Hundred Ten Thousand One Hundred Eighty-Four and 61/100 Dollars ($15,310,184.61) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (b) If all conditions precedent to the obligations of Buyer set forth in Article 9 have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer to perform any of its material obligations hereunder, then in such event Seller shall, unless Seller elects to waive such failure of performance, terminate this Agreement, in which case Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) If the Closing occurs, the Deposit shall be credited toward is a reasonable estimate of such actual damages, and reduce the Cash Consideration Amount otherwise payable at the Closing(iii) such liquidated damages do not constitute a penalty. (iiic) If this Agreement is terminated (i) by Buyers the mutual written agreement of Buyer and Seller, or Sellers (ii) pursuant to Section 10.1(b) the provisions of Article 11 (End Datesubject to the limitations in Article 11) or Section 10.1(eif the Closing does not occur on or before the Closing Date for any reason other than Buyer’s failure to perform its material obligations hereunder, then Seller shall return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) (HSR Date) (except, in each case, in business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise breaches this Agreement in any material respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within 15 days after the determination that the Closing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within 21 days of Seller’s breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within 21 days of Seller’s breach or if Buyer is unsuccessful for any reason other than a material breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s breach of this Agreement shall be limited to the prompt return of the Deposit. (e) If the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if by this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)are consummated, the Deposit shall be forfeited returned by Seller to Buyer in connection with the Closing, and retained by Sellers free and clear of any claims the amount payable by Buyer with respect thereto and without prejudice to any other rights or remedies at the Closing shall not be reduced by the amount of the Sellers arising out of or relating to such transactionDeposit. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Within three (3) Business Days after the Effective Date Purchaser shall deliver the sum of Fifty Thousand Dollars ($50,000.00) (the "DEPOSIT") with Equity Title Company ("TITLE COMPANY") to be held in escrow in a money market type bank account pursuant to an Escrow Agreement to be prepared by Title Company and entered into by and among Seller, Purchaser and Title Company upon opening of Escrow as set forth below. Purchaser shall be entitled to a refund of the Deposit and all interest accrued on the Deposit: (i) Concurrently with if, by the execution end of the expiration of the Inspection Period, as hereinafter defined, Purchaser elects, for any reason, not to proceed to purchase the Property, (ii) if, after the Inspection Period, Seller is unable to convey to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions, as defined in Paragraph 8 of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 or (iii) if Seller fails to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If consummate the Closing occursfor any reason other than for Purchaser's default under this Agreement. In the event that Purchaser gives notice of its election to proceed at the end of the Inspection Period, the Deposit shall be credited toward and reduce non-refundable except upon the Cash Consideration Amount otherwise payable at occurrence of any of the following: (w) if any event shall have occurred which causes any of the representations or warranties set forth in Paragraph 13 of this Agreement to be materially untrue or incorrect prior to the Closing. , (iiix) If if, after the Inspection Period, Seller is unable to convey to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions, as defined in Paragraph 8 of this Agreement is terminated by Buyers Agreement, or Sellers pursuant (y) if Seller fails to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (exceptconsummate the Closing for any reason other than for Purchaser's default under this Agreement. 25285.003 In the event Purchaser consummates the transaction contemplated hereby, the Deposit and all interest accrued on the Deposit shall be applied to the Purchase Price. Subject to the terms and conditions set forth in each caseParagraph 9, in the event Purchaser fails to consummate the transactions transaction contemplated hereby shall not have been consummated prior to through no fault of Seller, the End Date or HSR DateDeposit, plus the accrued interest, shall, as applicableSeller's sole and exclusive remedy, solely be forfeited to Seller as a result liquidated damages. Any and all sums deposited pursuant to this Paragraph shall be applied or refunded as provided herein. The purchase and sale of the failure of Property shall be consummated through an escrow (the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien"ESCROW") to have been satisfied be established with Title Company. The Escrow shall be opened within three (3) Business Days following the Effective Date by delivery to Title Company of: (i) from either Seller or waived) or if Purchaser, a copy of this Agreement is terminated executed by Sellers pursuant to Section 10.1(dSeller and Purchaser, and (ii) (Buyer or Merger Sub breach or failure to perform)from Purchaser, the Deposit shall be forfeited Seller and retained by Sellers free Purchaser agree to execute and clear of any claims by Buyer with respect thereto deliver to Title Company such additional and without prejudice supplemental instructions as Title Company may reasonably require to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If clarify Title Company's duties under this Agreement is terminated or the Escrow Agreement. Absent a clear written expression signed by Buyers Seller and Purchaser that Seller and Purchaser intend to change a provision in this Agreement, if a conflict or Sellers pursuant inconsistency exists between this Agreement and the Escrow Agreement or any additional or supplemental instructions delivered to Section 10.1 under any circumstances other than Title Company, the circumstances described in Section 1.6(c)(iii) above, each terms of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as this Agreement shall be specified by Buyer in writingprevail.

Deposit. (ia) Concurrently with As security for the execution correct fulfilment of this Agreement, Buyer the Buyers shall depositpay to the Sellers a deposit of 30% (thirty per cent) of the Purchase Price, in the sum of USD 2,900,755.57 [United States Dollars Two Million Nine Hundred Thousand Seven Hundred Fifty Five and Fifty Seven Only] (the "Deposit") within three (3) Banking days from the date on which Sellers have counter-signed an e-mail attachment or fax copy of this Agreement and sent a copy by email/fax (as pdf attachment) to the Buyers. The Buyers are obliged to sign this Agreement immediately following receipt of same from Seller's brokers and forthwith following signature send same to Sellers by email/fax. For the avoidance of doubt, Buyers shall return, by wire transfer email, the signed Agreement to Sellers within one (1) clear Banking day of immediately available funds, $2,000,000 to such accounts as shall be specified receipt by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such email (scanned attachment)/fax of this Agreement from Seller’s Proportionate Percentage (the “Deposit”)'s brokers. (iib) If the Closing occurs, the The Deposit shall be credited toward and reduce remitted by Buyers, bank charges for Buyers' account, to Sellers' account as follows: 3. Payment The balance of 70% (seventy per cent) of the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, Purchase Price in the event the transactions contemplated hereby sum of US$ 6,768,429.65 (United States Dollars Six Million Seven Hundred and Sixty Eight Thousand and Four Hundred and Twenty Nine and Sixty Five Cents only) less 3% Buyers' address commission shall not have been consummated prior be paid in full, without any further deduction or withholding of any nature whatsoever, free of bank charges to the End Date or HSR Date, Sellers' nominated bank (as applicable, solely as a result above) on delivery of the failure Vessel, but not later than 3 (three) Banking days from the date upon which Sellers serve upon Buyers, by email, a notice confirming that the Vessel is ready for delivery hereunder ("NOR") in accordance with Clause 5b) and in any event prior or simultaneously with the delivery of the condition to Closing Vessel. For the avoidance of Buyer set forth in Section 7.1(c) (closing deliverables)doubt, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage service of the Deposit by wire transfer NOR shall count as the first of immediately available funds the three Banking days referred to such account as shall be specified by Buyer in writingthis Clause 3.

Deposit. (ia) Concurrently Purchaser has made an ▇▇▇▇▇▇▇ money deposit with KCC, LLC (the execution “Escrow Agent”) in the amount equal to 10% of this Agreement, Buyer shall depositthe Cash Payment (the “Deposit”), by wire transfer of immediately available fundsfunds for deposit into a separate, $2,000,000 segregated, interest bearing escrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to such accounts as any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller or Purchaser and shall be specified by applied against payment of the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (Purchase Price on the “Deposit”)Closing Date. (iib) If this Agreement has been terminated by Sellers pursuant to Section 8.1(d) or Section 8.1(f) (or by Purchaser pursuant to Section 8.1(b) or Section 8.1(c), in each case in circumstances where Sellers would be entitled to terminate this Agreement pursuant to Section 8.1(d) or Section 8.1(f)), then Sellers shall retain the Deposit together with all received investment income accruing thereon, if any; provided that, in the event of a termination as contemplated pursuant to this Section 2.2(b), the amount of the Deposit and any received investment income accruing thereon shall reduce the amount that would otherwise be recoverable by Sellers pursuant to Section 8.2. (c) If this Agreement has been terminated by any Party, other than as contemplated by Section 2.2(b), then the Deposit, together with all received investment income, if any, shall be returned to Purchaser within five Business Days after such termination. (d) The Parties agree that Sellers’ right to retain the Deposit, as set forth in Section 2.2(b), is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in Closing the event the transactions contemplated hereby Parties shall not have been consummated prior deliver joint written instructions to the End Date or HSR Date, as applicable, solely as a result of Escrow Agent directing the failure of the condition Escrow Agent to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account account(s) as shall may be specified designated by Buyer in writingSellers.

Deposit. (ia) Concurrently with As of the execution date hereof, Purchaser has caused to be paid a Twenty-Five Million Dollar ($25,000,000) cash deposit (the "Deposit") to a segregated, interest bearing account established by Seller at one of the commercial banks used by Seller. The Deposit, plus any interest accrued thereon, will be applied to the cash portion of the consideration to be delivered at Closing. In the event that (a) all of the conditions precedent to the obligations of Purchaser set forth in Article IX of this AgreementAgreement have been fulfilled, Buyer shall depositand (b)(i) Purchaser terminates this Agreement (other than pursuant to Article XII or Section 9.1(ii)), by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If Purchaser fails to consummate the Closing occurstransactions contemplated by this Agreement and any applicable cure period under Section 10.5 shall have expired and Seller is ready, willing and able to consummate the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. transactions contemplated hereby, or (iii) Seller terminates this Agreement pursuant to 12.1(d) (provided, however, that the conditions set forth in Section 10.2 and Section 10.3 are satisfied), Seller shall be entitled to retain the Deposit and all interest accrued thereon. If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b12.1 (except pursuant to Section 12.1(d) as provided in the immediately preceding sentence), or Section 9.1(ii), Seller will return the Deposit plus all interest accrued thereon to Purchaser within ten (10) business days of termination of this Agreement. (b) In lieu of making the Deposit in cash as provided in clause (a) above, Purchaser may satisfy the requirements with respect to the Deposit by causing the issuance of a standby letter of credit by NationsBank N.A. (the "Letter of Credit") (End Dateor, if applicable, Bank of America, N.A.) or Section 10.1(e) (HSR Date) (except, in each case, for the benefit of Seller in the event form attached hereto as Attachment VIII; provided, if the transactions transfer of assets contemplated hereby by this Agreement shall not have been consummated prior to occurred by October 27, 1999, Purchaser, if requested by Seller, shall arrange for the End Date issuance of a substitute letter of credit or HSR Date, as applicable, solely as a result an extension of the failure Letter of the condition Credit to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) a "Stated Expiry Date" reasonably acceptable to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionSeller. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (a) On the Effective Date, (i) Concurrently Buyer and Seller shall enter into an escrow agreement in the form of Exhibit G and made a part hereof (the “Escrow Agreement”) with LaSalle Bank National Association, as escrow agent (the execution of this Agreement, Buyer “Escrow Agent”); and (ii) Purchaser shall deposit, by wire transfer of immediately available funds, deliver to the Escrow Agent $2,000,000 to such accounts 2,700,000.00 as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage a good faith deposit (the “Deposit”). (b) In the event after Buyer deposits the Deposit, the purchase and sale contemplated by this Agreement is terminated (i) by Buyer pursuant to either Section 11.01(b) or (c) because the conditions set forth in Article IX are not capable of being satisfied by the Drop Dead Date; (ii) If by Buyer pursuant to Section 11.01(d); (iii) by either Buyer or Seller pursuant to either Section 11.01(e) or Section 11.01(f) hereof; or (iv) by either Buyer or Seller pursuant to Section 11.01(g) resulting from a Governmental Action or a Third Party Action which relates to the Closing occursownership or operation of the Property by Seller or its affiliates or which might result in a Lien on the Property, then Buyer shall be entitled to the Deposit, and the Escrow Agent shall promptly deliver the Deposit to Buyer. Except in the case the Agreement is terminated by either Buyer or Seller pursuant to Section 11.01(e), Section 11.01(f) or Section 11.01(g), the delivery of the Deposit to Buyer pursuant to this Section 1.03(b) shall not in any way limit any legal recourse for damages, excluding any incidental or consequential damages, specific performance or any other rights or remedies available to Buyer resulting therefrom. (c) In the event the Agreement is terminated after Buyer deposits the Deposit for any reason other than as set forth in Section 1.03(b), then Seller shall be entitled to the delivery of the Deposit and the Escrow Agent shall promptly deliver the Deposit to Seller. The delivery of the Deposit to Seller pursuant to this Section 1.03(c) and the payment of Delay Damages, if any, pursuant to Section 6.01(c) shall constitute liquidated damages and shall be paid in lieu of any additional legal recourse for any damages, specific performance or any other rights or remedies available to Seller resulting therefrom. (d) Buyer and Seller covenant and agree to furnish and deliver the appropriate instructions to the Escrow Agent as required by Sections 1.03(b) and (c) of this Agreement and the terms of the Escrow Agreement. (e) At the Closing, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant returned to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Buyer unless Buyer gives written direction to the End Date or HSR Date, Escrow Agent to deliver the Deposit to Seller as applicable, solely as a result partial payment of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionPurchase Price. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. The deposit made by the Lessee hereunder (ihereinafter — the ‘‘Deposit’’) Concurrently shall mean an amount equal to 58 706 (fifty eight thousand seven hundred six) Conventional Units. The Deposit shall be a security for performance of the Lessee’s obligation to pay the Rent, Payments for Utility and Maintenance Services and payment of the penalty stipulated by the provisions hereof. The Deposit shall not be changed if the Lessee exercises its rights provided for in paragraphs 1.10 and 3.12 hereof. The Parties agree that the Lessee’s obligation to pay the Deposit hereunder shall be set off with the Security Deposit paid in accordance with the terms of the Preliminary Agreement on Contracts Conclusion executed by the Parties on [•][•] 20[•]. The Lessor shall return to the Lessee the Deposit or a lesser amount received from the Lessee within 30 (thirty) Business Days after termination of the Agreement in accordance with the provisions of Article 13 hereof, but not before the execution of this Agreement, Buyer shall deposit, the Act of Return by wire transfer of immediately available funds, $2,000,000 to such accounts as the Parties. The payments shall be specified by effectuated in Rubles at the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (exchange rate of the “Deposit”). (ii) If Central Bank established on the Closing occurs, Payment Date of the Deposit return. The Parties agree that the Deposit shall be credited toward and reduce set off with the Cash Consideration Amount otherwise payable at Lease Payments for the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, last two months of the Lease Term in each case, cases provided for in the event present Agreement. In case if: the transactions contemplated hereby Lessee does not fulfill in due time and/or in due manner any of its obligations specified in the second part of paragraph 5.1 hereof, the Lessor shall not have been consummated prior be entitled to demand to cure the default in connection with the failure to fulfill the Lessee’s obligations by giving a notice of such default (‘‘Default Notice’’). If the Lessee fails to cure the default specified in the Default Notice (the ‘‘Event of Default’’) within 3 (three) Business Days after receipt of the Default Notice, the Lessor shall be entitled to withhold from the amount of the Deposit the amount of money due to the End Date or HSR Date, as applicable, solely as Lessor in connection with the Event of Default in the following manner: The Lessor shall give the Lessee a result notice of set-off requiring to pay the amount of the failure debt relating to the Event of Default (hereinafter these amounts are referred to as ‘‘Withholding Amount from the Deposit’’). If the Lessee fails to pay the Withholding Amount from the Deposit to the Lessor within 3 (three) Business Days after receipt of the condition set-off notice, then the Lessor at its discretion shall withhold a part of the Deposit equal to Closing the Withholding Amount from the Deposit. If the Lessor decided to withhold the Deposit (a part thereof) in accordance with the provisions of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)the previous paragraph 5.6 hereof, the Deposit Lessor shall be forfeited give to the Lessee a written notice on the effectuated withholding and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice shall issue to any other rights or remedies the Lessee a corresponding invoice to recover the withheld amount of the Sellers arising out of or relating to such transaction. Deposit within 10 (ivten) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such terminationwithholding. The Lessor’s notice shall contain calculation of the Withholding Amount from the Deposit, pay to Buyer its Proportionate Percentage motivation of withholding on the date of withholding. In each case of withholding of any part of the Deposit the Lessee shall recover the amount of the Deposit specified in paragraph 5.1 by wire transfer transferring to the Lessor the withheld amount within 10 (ten) Business Days after receipt by the Lessee of immediately available funds to such account as the Lessor’s corresponding invoice for recovery of the withheld amount of the Deposit. No interest shall be specified by Buyer in writingaccrued on the Deposit.

Deposit. Within three (i3) Concurrently with Business Days of the execution of this Agreement, Buyer Purchaser shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, deposit with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable First American Title Insurance Company at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇ ▇. ▇▇▇▇▇▇▇ Fargo lien▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ (the "ESCROW AGENT") a deposit in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "DEPOSIT")(which shall be held pursuant to an escrow agreement (the "ESCROW AGREEMENT") of even date herewith among Seller, Purchaser and Escrow Agent) to be deposited and invested by Escrow Agent either in an interest bearing account at a bank or in a federally issued or insured interest bearing instrument. At the Closing, Escrow Agent shall release the Deposit, plus all interest earned thereon, to Purchaser, as it directs, and the Purchase Price shall not be adjusted by such sum. If the Closing shall not occur by the Closing Date, for any reason or for no reason, then, except as provided below, Seller shall have been satisfied or waived) or if the right to terminate this Agreement is terminated by Sellers and Seller shall be entitled to receive and keep the Deposit plus all interest earned thereon as liquidated damages pursuant to Section 10.1(d7.02 for Purchaser's default, and, if applicable, Seller shall be entitled such other remedies as are provided in Section 7.03. As an exception to the preceding sentence if (a) Purchaser has performed all of its material obligations to be performed prior to the Closing hereunder and tendered the Purchase Price to Escrow Agent and (Buyer i) Seller shall have failed to close in breach of this Agreement, or Merger Sub (ii) Seller is otherwise in material breach or of this Agreement (including by reason of the failure of Seller's representations and warranties in Section 3.01 and Section 3.02 to performbe true and correct as of the Closing Date), then if Purchaser elects not to waive such defaults, Purchaser shall have the Deposit shall be forfeited and retained right, by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice notice to any other rights or remedies of the Sellers arising out of or relating Seller, to such transaction. (iv) If terminate this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage and receive a refund of the Deposit plus all interest earned thereon and to exercise the remedies provided under Section 7.01, or (b) the condition of title to the Interest as of the Closing Date is not as set forth in Section 3.01.01 and Section 3.02.01, then if Purchaser elects not to waive such defect in title, Purchaser shall have the right, by wire transfer notice to Seller, to terminate this Agreement and receive a refund of immediately available funds the Deposit plus all interest earned thereon and to such account as exercise the remedies provided under Section 7.01, or (c) if the consents required under Section 5.02.06 have not been obtained by the Closing Date, then Seller and Purchaser shall be specified have the right, by Buyer in writingnotice to the other party, to terminate this Agreement and Purchaser shall receive a refund of the Deposit plus all interest earned thereon.

Deposit. (i) Concurrently with As consideration and inducement for the execution of Seller to agree to sell to the Purchaser the Preferred Shares as contemplated in this Agreement, Buyer shall deposit, by wire transfer the Purchaser agrees to pay to the Seller a deposit in the amount of immediately available funds, Five Hundred Thousand Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 500,000) (the “"Deposit”"). (ii) If the Closing occurs. The parties agree that, the Deposit shall be credited toward and reduce handled in the Cash Consideration Amount otherwise payable at the Closing.following manner: (iiia) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in In the event the transactions contemplated hereby Closing shall fail to occur for any reason other than (i) Seller's breach of this Agreement which is not have been consummated prior to cured within five (5) days after Seller's receipt of written notice from Purchaser setting forth in reasonable detail the End Date nature of such breach or HSR Date, as applicable, solely as a result of (ii) the failure of any of the condition conditions to Closing of Buyer closing set forth in Section 7.1(c) (closing deliverables2.4(b)(i), Section 7.1(d) (Material Adverse Effectii), Section 7.1(g) (title commitmentiv) or Section 7.1(h) (▇▇▇▇▇ Fargo lienvi) to have been be satisfied or waived) or if this Agreement is terminated waived by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)Purchaser, the Deposit shall be forfeited and by Purchaser to the Seller, shall be retained by Sellers free Seller as its sole and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies exclusive remedy for the failure of the Sellers arising out Closing to have occurred and/or for any breaches of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) abovePurchaser and, each at the discretion of the Sellers shall, within three Business Days Purchaser set forth in writing to Seller at any time after the date of such terminationforfeiture, pay the amount so forfeited by Purchaser and retained by Seller shall be applied to Buyer its Proportionate Percentage any amounts of Accrued Dividends then outstanding; (b) In the event the Closing shall fail to occur as a result of (i) Seller's breach of this Agreement which is not cured within five (5) days after Seller's receipt of written notice from Purchaser setting forth in reasonable detail the nature of such breach or (ii) the failure of any of the conditions to closing set forth in Section 2.4(b)(i), (ii), (iv) or (vi) to be satisfied or waived by Purchaser, the Deposit by wire transfer of immediately available funds to such account as shall be specified returned by Buyer in writingSeller to Purchaser within two (2) Business Days after Seller's receipt of a written demand therefor from Purchaser; and (c) In the event of the Closing of the transaction provided for herein, the Deposit shall be applied against the Consideration due at Closing.

Deposit. (ia) Concurrently Simultaneously with the execution of this Agreement, Buyer shall depositis depositing as a good faith deposit one million, by wire transfer of immediately available fundsforty-seven thousand, six hundred ninety-nine dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 1,047,699) (the “Deposit”) with Sun Trust Bank (the “Deposit Escrow Agent”), to be held, invested and disbursed pursuant to the terms of a Deposit Escrow Agreement in the form of Exhibit A attached hereto (the “Deposit Escrow Agreement”). (iib) If the Closing occurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be credited toward and reduce retained by the Cash Consideration Amount otherwise payable at Deposit Escrow Agent in its capacity as the Closing. escrow agent under the Remedial Site Escrow Agreement (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform“Remedial Site Escrow Agent”), the Deposit Escrow Agreement shall automatically terminate and the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 3.3(d)), shall become the Remedial Site Escrow Amount, and the full amount of the Escrowed Funds as of the Closing Date shall be forfeited credited against and retained by Sellers free and clear of any claims deducted from the Initial Purchase Price to be paid at Closing by Buyer with respect thereto and without prejudice to any other rights or remedies of for the Sellers arising out of or relating to such transactionMembership Interests. (ivc) If Seller terminates this Agreement is terminated in accordance with the provisions of either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyers Buyer to satisfy the requirements of Section 7.3(a), (c), (d), (e) or Sellers (f) or (ii) Section 8.1(c)(ii)(B), then Seller shall be entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Section 8.2(b), the Escrowed Funds shall be released to Seller in partial satisfaction of the Liquidated Damages Amount payable to Seller. (d) In any other case if the Closing does not occur prior to the Termination Date, but subject to Section 8.2(b), then, pursuant to the Deposit Escrow Agreement, the Escrowed Funds shall be released to Buyer. For the avoidance of doubt, if Buyer terminates this Agreement pursuant to Section 10.1 under any circumstances other than 8.1(d)(ii)(B), the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Escrowed Funds shall be released to Buyer its Proportionate Percentage as soon as practicable in accordance with the terms of the Deposit Escrow Agreement. (e) All payments by wire transfer of immediately available funds to such account as the Deposit Escrow Agent shall be specified by Buyer made in writingaccordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

Deposit. Within two (i2) Concurrently with business days following the execution Effective Date, as defined in Section 16.4 of this Agreement and as a condition precedent to the formation of this Agreement, Buyer Purchaser shall deposit, by wire transfer of immediately available funds, deposit Five Hundred Thousand and No/100 Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 500,000.00) (the “Initial Deposit”). (ii) If the Closing occurswith Chicago Title Insurance Company, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (exceptSuite 1700, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇ ▇▇▇▇▇ Fargo lien▇▇▇▇▇▇, Dallas, Texas 75201, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ (“Escrow Agent” and “Title Company”) in immediately available federal funds, the receipt of which is hereby acknowledged by Escrow Agent’s execution hereof. If Purchaser shall fail to deposit the Initial Deposit within the time period provided for above, Seller may at any time prior to the deposit of the Initial Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent, in which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver to Seller all copies of this Agreement in its possession, and thereafter neither party shall have been satisfied any further rights or waived) or if obligations to the other hereunder, except for the Surviving Termination Obligations (as hereinafter defined). Unless this Agreement is terminated by Sellers pursuant to Section 10.1(d6.3 herein, Purchaser shall deposit with the Title Company within two (2) (Buyer or Merger Sub breach or failure to perform)business days following the expiration of the Title Review Period, as hereinafter defined, the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) in immediately available federal funds (the “Additional Deposit”). Upon receipt of the Additional Deposit, the entire Deposit shall, except as expressly provided in this Agreement, be completely non-refundable. If Purchaser shall fail to deposit the Additional Deposit within the time period provided for above, Seller may at anytime prior to the deposit of the Additional Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent, whereupon the Initial Deposit and all interest earned thereon shall be forfeited returned to Purchaser and retained by Sellers free this Agreement shall be null and clear of void and thereafter neither party shall have any claims by Buyer with respect thereto and without prejudice to any other further rights or remedies of obligations to the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than hereunder, except for the circumstances described in Section 1.6(c)(iii) aboveSurviving Termination Obligations. The Initial Deposit and the Additional Deposit, together with all interest accrued for each of the Sellers shallsame, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingcollectively referred to herein as the “Deposit”.

Deposit. Within three (i3) Concurrently business days of opening of escrow, County shall deposit into Escrow (as defined below) a check in the amount of Twenty-Five Thousand Dollars ($25,000.00) (the “Initial Deposit”). Of the Initial Deposit, One Hundred Dollars ($100.00) shall be deemed earned by Seller upon its deposit into Escrow and is non-refundable to Buyer (the “Earned Amount”) but shall be credited to the Purchase Price in the event the purchase of the Property is completed. Upon satisfaction or waiver of all of ▇▇▇▇▇’s contingencies at the expiration of the Contingency Period, the Initial Deposit shall be increased by Buyer by an additional Twenty-Five Thousand Dollars (the “Additional Deposit” and together, with the execution of this AgreementInitial Deposit, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). . In the event that Buyer, upon written notice to Seller, exercises its discretion, as provided herein, to disapprove the purchase at, or any time prior to, the expiration of the Contingency Period, then the Initial Deposit less the Earned Amount shall be refunded to the Buyer. In the event the Contingency Period has expired, the Additional Deposit has been deposited in Escrow, and Buyer, upon written notice to Seller, exercises its discretion, as provided in (i), (ii) and (iii) of this sentence, to disapprove the purchase prior to the Close of Escrow because (i) the conditions prescribed in Section 7.1(e) and (f) below are not waived or satisfied, (ii) Seller is solely in material default of its obligations under this Agreement, or (iii) the Escrow is terminated because of destruction, damage, loss, or material change pursuant to Section 15 herein, then, and only then, the Deposit less the Earned Amount shall be refunded to Buyer. If after the Closing occursexpiration of the Contingency Period, Buyer terminates this Agreement for any reason other than those set forth in (i), (ii) and (iii) of the preceding sentence, Buyer shall not be entitled to a return of the Deposit. In the event the purchase of the Property is completed, the Deposit shall be credited toward and reduce applied to the Cash Consideration Amount otherwise payable Purchase Price at the ClosingClose of Escrow. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. Purchaser shall deposit or cause to be deposited the sum of Twenty Five Thousand dollars (i$25,000) Concurrently with to the execution of this Agreement▇▇▇▇ ▇. ▇▇▇▇▇▇ COLTAF Trust Account (“Escrow Account”) on or before February 2, Buyer shall deposit2012, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the . The Deposit shall become non-refundable ten days after the signing of this Agreement and shall immediately thereafter be credited toward held for the benefit of the Sellers, and reduce the Cash Consideration Amount otherwise payable subject to transfer at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result instruction of the failure Sellers. It is understood that Vault America is in compliance with all SEC and with filing requirements as of the condition to Closing of Buyer set forth in Section 7.1(cdate hereof. All filings with the Securities and Exchange Commission (“SEC”) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (are displayed on ▇▇▇▇▇ Fargo lien(the “SEC Filings”) and that the SEC Filings reveal almost all information pertaining to Vault America and that there have been satisfied or waived) or if no significant changes in Vault America and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of ten business days from the signing of this Agreement is terminated by Sellers pursuant to Section 10.1(dfor any reason or no reason (the “Due Diligence Period.”) (Buyer or Merger Sub breach or failure to perform)After the Due Diligence Period, the Deposit shall will be forfeited non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and retained by outlined in Article II, 2.12 and Article III, 3.02 of this Agreement. In addition if, after signing this Agreement and prior to the Closing, in performing due-diligence, the Purchaser, discovers something of significance that was not previously revealed in the SEC Filings or otherwise that changes the structure and intent of this Agreement and the transaction, that the Sellers free cannot correct, the Purchaser may cancel this Agreement and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies request a full refund of the Deposit. The Purchaser will notify the Sellers arising out of or relating the subject of concern and their intention to such transaction. (iv) If cancel this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than and the circumstances described in Section 1.6(c)(iii) above, each request for the refund of the Deposit, in writing, addressed to the individuals and addresses listed Article VI, 6.09 of this Agreement. The Sellers shall, within three Business Days shall have ten business days after receiving the date of such termination, pay to Buyer its Proportionate Percentage request for the refund of the Deposit to correct the discrepancy or the Deposit will be refunded to the Purchaser by the Escrow Agent. The account wire transfer of immediately available funds instructions for the Deposit herein and payment pursuant to such account Sections 1.04 and 3.02(b)(i) are as shall be specified by Buyer in writing.follows: BANK:

Deposit. (ia) Concurrently with the execution of this Agreement, Buyer Agreement Purchaser shall deposit, by wire transfer of immediately available funds, $2,000,000 pay to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving Escrow Agent an amount thereof equal to such Seller’s Proportionate Percentage Ten Million Dollars ($10,000,000) (this amount, together with any earnings accrued thereon, the “Deposit”)) in accordance with the terms of the Escrow Agreement. The Deposit shall be held by the Escrow Agent pursuant to the Escrow Agreement and shall be disbursed as provided therein. (iib) The Parties’ rights and obligations with respect to the Deposit shall be governed by this Agreement. The Parties shall instruct the Escrow Agent to disburse the Deposit in accordance with one of the following provisions, whichever shall apply: (i) If the Closing occurs, then the amount of the Deposit shall be credited toward towards the Purchase Price and reduce the Cash Consideration Amount otherwise payable at Parties shall instruct the Closing.Escrow Agent to disburse the Deposit to Sellers; (ii) Except as set forth in Section 3.2(b)(iii) and 3.2(b)(iv), upon termination of this Agreement in accordance with Section 9.5, then within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to return the Deposit to Purchaser; (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d9.5(c) then within five (Buyer or Merger Sub breach or failure to perform)5) Business Days after such termination, the Parties shall instruct the Escrow Agent to disburse the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction.Sellers; or (iv) If the condition set forth in Section 9.2(d) is not satisfied due to Purchaser’s election not to accept commitments, obligations, restrictions and conditions to the extent Purchaser is not obligated to do so under Section 8.7(d), Sellers may immediately terminate this Agreement is terminated by Buyers or Sellers pursuant written notice to Section 10.1 under any circumstances other than Purchaser and shall have the circumstances described in Section 1.6(c)(iii) above, each right to retain 50% of the Sellers shallDeposit and accordingly, within three five (5) Business Days after the date of such termination, pay the Parties shall instruct the Escrow Agent to Buyer its Proportionate Percentage disburse 50% of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingSellers and Purchaser, respectively.

Deposit. (i) Concurrently with 30 As security for the execution correct fulfilment of this Agreement, Buyer Agreement the Buyers shall deposit, by wire transfer lodge a deposit of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage USD 500,000 (United States Dollars Five Hundred Thousands only) (the “Deposit”).) in an Non-interest 31 bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: 32 (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) If the Closing occursDeposit Holder has confirmed in writing to the Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited toward to the Buyers. Any fee charged for holding and reduce releasing the Cash Consideration Amount otherwise payable at 38 Deposit shall be borne equally by the Closing. (iii) If Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement is terminated by Buyers or to the Sellers pursuant to Section 10.1(bshall be lodged with the Deposit Holder under Escrow Agreement, at least two (2) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated Banking days prior to the End Date or HSR Date, as applicable, solely as a result Vessel’s expected delivery date and shall instruct the Deposit Holder to confirm to the Sellers receipt of funds. On delivery of the failure of the condition to Closing of Buyer set forth in Section 7.1(cVessel, but not later than three (3) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Banking Days after the date that Notice of such termination, pay to Buyer its Proportionate Percentage 42 Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 43 (i) the Deposit and the balance of the Deposit by wire transfer of immediately available funds to such account as Purchase Price and all other sums payable shall be specified released to the Sellers; (i) The Deposit and the Balance of the Purchase Price and all other sums payable, shall be released to the Sellers account within two(2) banking days, after the "Protocol of Delivery and Acceptance" have been signed by Buyer both Sellers and Buyers On delivery of the Vessel. 44 (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers 45 to the Sellers under this Agreement shall be paid in writing.full free of bank charges to the 46

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or Merger Sub equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to perform)close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non‑satisfaction of any circumstances other than conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described Deposit to Buyer in Section 1.6(c)(iii) above, each of the Sellers shall, immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three Business Days (3) business days after the date event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of such terminationSeller set forth in ARTICLE 8 have been met, pay then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its Proportionate Percentage receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by wire transfer of immediately available funds to such account as Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) As security for (i) Concurrently the faithful observance and performance by the Manager of all the terms, covenants and conditions of this Agreements to be observed and performed by the Manager, including, without limitation, the payment of the Owner’s Percentage Priority and the Residual Distribution pursuant to this Agreement, and (ii) the payment to Owner on the first day each month of the installment of Owner’s Priority for such month regardless of the inadequacy of the Gross Revenues or Operating Profit for any month for such purpose (all of the foregoing, collectively, the “Secured Obligations”), Manager has deposited with Owner simultaneously with the execution and delivery hereof the sum of Sixteen Million Eight Hundred Seventy Two Thousand Dollars ($16,872,000) (as the same may be drawn down and replenished from time to time pursuant to this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). The Owner shall have the option to elect, in its sole discretion, whether and when to apply funds from the Deposit with respect to any of the Secured Obligations; provided however, Owner shall not apply the Deposit to any Secured Obligation for which the Guarantor is responsible under the Guaranty unless (a) the Guarantor shall have failed to pay any amount due under the Guaranty for a period of five (5) days after notice or (b) an event described in Sections 17.1(a), 17.1(b) or 17.1(c) shall have occurred with respect to the Guarantor. (b) Upon the expiration of the Term, provided, there is then no uncured Manager Default, the Owner shall return the outstanding balance of the Deposit to Manager. In addition, if the Term is duly extended by Manager beyond the Initial Term, on not less than two (2) years’ prior notice from the Manager to Owner, Owner shall return the outstanding balance of the Deposit to Manager upon the expiration of the Initial Term or the first Renewal Term and its receipt and approval of the statements required to be delivered pursuant to Section 8.1(c) for the last four (4) calendar years of the Initial Term or the Renewal Term, as applicable, which approval shall not be unreasonably withheld, conditioned or delayed provided that: (i) there is the no uncured Manager Default; (ii) If each installment of Owner’s Priority for every month during the Closing occursInitial Term and, if applicable, the first Renewal Term, shall have been paid together with any interest accrued thereon; (iii) the Priority Coverage Ratio for all of the Hotels in the aggregate for each of the four calendar years prior to the expiration of the Initial Term or first Renewal Term, as applicable, shall be not less than 1.3; and (iv) the Owner’s Priority shall be increased by an amount equal to the aggregate sum of all of the Hotels’ Adjustments to Owner’s Priority set forth on Exhibit C. (c) Owner may commingle the Deposit with its other funds and any interest earned on account of the Deposit shall be credited toward and reduce for the Cash Consideration Amount otherwise payable at benefit of the ClosingOwner. (iiid) If this Agreement HPT’s credit rating as of the day that is terminated by Buyers or Sellers pursuant to Section 10.1(btwelve (12) months before the end of the Term from the Rating Agencies (End Date) or Section 10.1(e) (HSR Date) (except, in each case, as defined in the event Guarantee) shall be less than BBB-/Baa 3, then during the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result last twelve (12) months of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables)Term, Section 7.1(d) (Material Adverse Effect)provided there is at all times thereafter no uncured Manager Default, Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit Manager shall be forfeited and retained entitled to reduce the monthly installments of Owner’s Priority payable by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, Manager for each of the Sellers shalllast twelve (12) months of the Term, within three Business Days after by an amount equal to one-twelfth (1/12th) of the date of such termination, pay to Buyer its Proportionate Percentage then remaining balance of the Deposit by wire transfer of immediately available funds to and, if Manager makes such account as election, Owner shall be specified entitled to retain a portion of the Deposit equal to the amount by Buyer which the Owner’s Property is so reduced in writingthe aggregate.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Sellers, Buyer shall deposit, by wire transfer deliver to Sellers a performance guarantee deposit in the amount of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 3,050,000 (the “Deposit”). (ii) If the Closing occurs, the . The Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims delivered by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such the account as set forth on Schedule 3.5. The Deposit shall be specified held by Sellers in trust subject to the terms of this Section 3.3. (b) If the Closing occurs, then the Deposit shall be retained by Sellers and the Deposit shall be credited to Buyer’s payment of the Purchase Price. (c) If each of the following occurs, (i) Sellers terminate this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii), (ii) Buyer has knowingly taken any action or knowingly omitted to take any action where such action or failure resulted in the breach or omission in any material respect of any of Buyer’s representations or warranties set forth herein or any covenants of Buyer hereunder which are to be performed or observed at or prior to the Closing (including Buyer’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.2) and (iii) as of the date of such termination, Sellers have not breached in any material respect any representation or warranty set forth herein or any covenant of Sellers which is to be performed or observed at or prior to the Closing (including Sellers failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.3), then Sellers shall be entitled to retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Sellers for Buyer’s failure to consummate the transactions contemplated by this Agreement or any breach or failure of any representation, warranty or covenant of Buyer contained herein. Buyer and Sellers acknowledge and agree that (x) Sellers’ actual Damages upon the event of such a termination are difficult to ascertain with any certainty, (y) the Deposit is a reasonable estimate by the Parties of such actual Damages and (z) such liquidated damages do not constitute a penalty. (d) If this Agreement is terminated in accordance with Section 9.1 and Sellers are not entitled to retain the Deposit pursuant to the terms set forth in Section 3.3(c), then Sellers shall promptly return the Deposit to Buyer via wire transfer of immediately available funds to such account(s) as Buyer nominates in writing.

Deposit. Within two (i2) Concurrently with working days after the full execution hereof, Purchaser agrees to deposit the amount of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, Twenty Thousand Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 20,000.00) (the “"Initial Deposit”). (ii") If the Closing occurswith Slutzky, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (exceptWolfe & Bailey, in each case▇▇▇▇ ▇▇▇▇▇▇▇▇nd ▇▇▇▇▇▇y, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇▇▇▇ Fargo lien▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ("▇▇▇▇▇▇ ▇▇▇▇▇▇") ▇▇▇▇orized agent for Chicago Title Insurance Company ("CTIC"), as earnest money to have been satisfied or waivedsecure P▇▇▇▇▇▇▇r's performance hereunder. If Purchaser notifies Seller pursuant to Paragraph 3 hereof that all matters are acceptable to it prior to the end of the Review Period (as hereinafter defined), then within two (2) or if working days after the expiration of the Review Period, Purchaser will deposit an additional Eighty Thousand Dollars ($80,000.00) with the Escrow Holder (the "Second Deposit"; hereinafter, the Initial Deposit and the Second Deposit are collectively referred to as the "Deposit"). If Purchaser fails to make the Initial Deposit by the required date, this Agreement is terminated will terminate without liability on the part of Seller or Purchaser. If Purchaser makes the Initial Deposit, but fails to make the Second Deposit by Sellers the required date, this Agreement will terminate without further liability on the part of Seller or Purchaser, (except for Purchaser's obligations pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to performParagraph 8.17 hereof), and the Initial Deposit will be paid to Seller as liquidated damages. If Purchaser makes both the Initial Deposit and the Second Deposit, but the transaction fails to close for any reason other than a default on the part of Seller or a failure of a condition precedent to Purchaser's obligations to close, this Agreement will terminate without liability on the part of Seller or Purchaser, (except for Purchaser's obligations pursuant to Paragraph 8.17 hereof), and the Deposit shall will be forfeited and retained paid to Seller as liquidated damages. Escrow Holder will invest the Deposit as the installments are received in federally insured accounts or paper as directed by Sellers free and clear of any claims by Buyer Purchaser. All interest payable with respect thereto to the Deposit will be added to and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage become a part of the Deposit and will be payable to the party entitled to the Deposit hereunder. Prior to the expiration of the Review Period, Escrow Holder will return the Deposit to Purchaser at its sole demand, which demand must include a notice that Purchaser is terminating this Agreement pursuant to the provisions of Paragraph 3 hereof. Otherwise, the Escrow Holder will return the Deposit only upon a written joint order from Seller and Purchaser. Escrow Holder will not be liable for any action with respect to the Deposit taken in good faith, any such liability hereby being waived by wire transfer Purchaser and Seller. Without limiting the generality of immediately available funds the foregoing, Purchaser and Seller authorize and direct Escrow Holder to accept, comply with, and obey any and all writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction. In the case Escrow Holder obeys or complies with any such account as shall writ, order, judgment or decree of any court, it will not be specified liable to any of the parties hereto or any other person by Buyer in writingreason of such compliance. In case Escrow Holder is made a party defendant to any suit or proceedings regarding the Deposit, Purchaser and Seller, jointly and severally, agree to pay to Escrow Holder, upon demand, all costs, attorneys' fees, and expenses incurred with respect thereto. Seller and Purchaser hereby grant Escrow Holder a lien on the Deposit for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, Escrow Holder will have the right to reimburse itself out of the Deposit. The party at fault will reimburse the other party for all of the fees and expenses of the Escrow Holder deducted from the Deposit upon demand of the other party.

Deposit. (ia) Concurrently with Upon the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving deposit an aggregate amount thereof equal to such Seller’s Proportionate Percentage $250,000 in cash into the Escrow Account (the “Deposit”). (ii) If the Closing occurs, the . The Deposit shall be credited toward released and reduce delivered (together with all accrued investment income thereon) by the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers Escrow Agent to either Buyer or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR DateSellers, as applicable, solely as follows, in each case in accordance with the Escrow Agreement: (a) if the Closing shall occur, the Deposit (as a result of credit against the failure of Purchase Price) shall remain in the condition Escrow Account subject to Closing of Buyer set forth in Section 7.1(c3.6 3.3(b) herein; (ii) (closing deliverables), Section 7.1(db) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d8.1(f), the Deposit, together with all accrued investment income thereon, shall be released to Sellers within five (5) Business Days of such termination; or (iii) (c) if this Agreement is terminated for any reason (other than a termination pursuant to Section 8.1(f)), the Deposit, together with all accrued investment income thereon, shall be returned to Buyer or Merger Sub breach or failure to perform)within five (5) Business Days of such termination. (b) If the Closing shall occur, the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice held in the Escrow Account for a period up to any other rights or remedies of fourteen (14) days commencing on the Sellers arising out of or relating to such transactionClosing Date (the “Deposit Period”). (ivi) If this Agreement is terminated by Buyers or During the Deposit Period, Buyer shall make commercially reasonable efforts to locate all vehicles and equipment set forth on Schedule 3.3(b)(i) (the “Holdback Equipment”), and Seller shall be permitted to make efforts to locate such Holdback Equipment as well. Further, Sellers pursuant shall make good faith efforts to Section 10.1 under any circumstances other than have all Holdback Equipment not delivered to Buyer at Closing delivered to Buyer. The Parties have agreed on the circumstances described in Section 1.6(c)(iiivalue (the “Holdback Value”) above, of each item of the Sellers shallHoldback Equipment, within three Business Days after as set forth on Schedule 3.3(b)(i). (ii) Upon the date of such termination, pay to Buyer its Proportionate Percentage expiration of the Deposit Period, Buyer shall promptly deliver a status report to Sellers indicating (A) the missing Holdback Equipment, if any, and (B) if the number of Drivers hired or contracted by wire transfer Buyer during the Deposit Period is less than 211 Drivers, the difference between 211 and the number of immediately available funds Drivers hired or contracted by Buyer during the Deposit Period (such difference referred to herein as the “Driver Deficiency”). (iii) Upon delivery of such account as status report, the following amount shall be specified by released to Buyer from the Deposit: the lesser of (A) the Deposit, and (B) the Holdback Value of the missing Holdback Equipment plus the product of $5,000 and the Driver Deficiency. Any remaining amount of the Deposit in writingthe Escrow Account after such disbursements shall be promptly released to Sellers.

Deposit. Within two (i2) Concurrently with Business Days after the execution opening of this Agreement, Escrow Buyer shall deposit, deliver to Escrow Holder by bank wire transfer of immediately available funds, the sum of Five Hundred Thousand Dollars and 00/100 ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 500,000) (the “Initial Deposit”). , and the Initial Deposit shall be deposited by Escrow Holder in accordance with Section 4.1 below. Subject to Section 3.2.4, the Initial Deposit (iiless the Independent Consideration (defined below in Section 2.2.3)) shall be promptly returned to Buyer if Buyer has delivered a Termination Notice (defined below in Section 3.2.3) or failed to deliver the Approval Notice (defined below in Section 3.2.3) prior to the end of the Feasibility Period in accordance with Section 3.2.3. Buyer’s failure to deliver the Approval Notice or the delivery of a Termination Notice prior to the end of the Feasibility Period shall be deemed Buyer’s election to terminate the Agreement. If Buyer delivers the Closing occursApproval Notice prior to the end of the Feasibility Period in accordance with Section 3.2.3, then within one (1) Business Day after the day the Feasibility Period expires, Buyer shall deliver to Escrow Holder by bank wire transfer of immediately available funds, the sum of One Million Five Hundred Thousand Dollars and 00/100 ($1,500,000) (the “Additional Deposit”), and the Additional Deposit shall be deposited by Escrow Holder in accordance with Section 2.3 below. After expiration of the Feasibility Period and delivery of the Additional Deposit by Buyer to Escrow Holder, the Deposit shall be remain in Escrow and in accordance with the terms and conditions of this Agreement, shall either be: (i) applied and credited toward and reduce payment of the Cash Consideration Amount otherwise payable Purchase Price at the Closing. , (iiiii) If this Agreement is terminated disbursed by Buyers or Sellers Escrow Holder to Seller as liquidated damages pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except10.1 below, in each case, in if the event Closing fails to occur under the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely provisions of this Agreement as a result of the failure a Buyer’s Default (defined below) after expiration of the condition Feasibility Period, or (iii) refunded to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated (x) due to a default by Sellers Seller under this Agreement or (y) pursuant to Section 10.1(d4.5, Section 4.6.3(c) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionSection 7 below. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage $6,850,000.00 (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to Closing set forth in Article 8, , Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform)perform its obligations under this Agreement. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) [which election to terminate by Buyer shall not be abrogated due merely to Seller having previously terminated this Agreement pursuant to Section 11.01(b); provided Buyer is otherwise entitled to assert such right to terminate this Agreement] and Buyer does not waive the non-satisfaction of any circumstances other than the circumstances described conditions to Closing set forth in Article 9, (ii) by Buyer pursuant to Section 1.6(c)(iii11.01(g), or (iii) aboveby Buyer or Seller pursuant to Section 11.01(a), each of the Sellers shallSection 11.01(d), within three Business Days after the date of such terminationSection 11.01(e), pay Section 11.01(f), or Section 13.03(b), then Seller shall promptly return to Buyer its Proportionate Percentage of the Deposit by wire transfer of in immediately available funds within three (3) business days after the event giving rise to such account return obligation pursuant to wire transfer instructions to be provided timely by Buyer to Seller. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing so as to cause Closing not to occur, and Buyer is ready and otherwise able to close, Buyer shall have the right at its sole election, to either (i) within three (3) business days after the determination that the Closing will not occur, have the Deposit paid to Buyer and Seller shall pay Buyer an additional amount equal to the Deposit as liquidated damages or (ii) Buyer shall have the right to pursue specific performance of this Agreement and will not be required to post a bond in connection therewith, provided that Buyer must file an action for specific performance within 30 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within 30 days of Seller’s Breach, Buyer shall be specified by deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement that caused Closing not to occur shall be limited to the return of the Deposit, the liquidated damages described above in this subsection (d), and the termination of this Agreement. Buyer in writingand Seller acknowledge and agree that if Closing does not occur as a consequence of Seller’s Breach of this Agreement, (i) Buyer’s actual damages upon the event of a termination are difficult to ascertain with any certainty, (ii) an amount equal to the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by ▇▇▇▇▇ and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (5 percent of the Purchase Price) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to Closing set forth in Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform)perform its obligations under this Agreement. ▇▇▇▇▇ and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transaction. (iv) If liquidated damages do not constitute a penalty. Provided, however, that if this Agreement is terminated by Buyers or Sellers Seller pursuant to Section 10.1 under any circumstances 11.01(b) pursuant to Section 8.03, and the threatened or pending suit, action or other than proceeding described therein was not threatened or initiated by Buyer, Seller shall promptly return the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Deposit to Buyer its Proportionate Percentage of the Deposit by wire transfer of in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such account as shall be specified return obligation. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in writingArticle 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and ▇▇▇▇▇ is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three

Deposit. (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 5.1 Subject to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to performClause 4.2(1), the Deposit shall be forfeited paid by the Purchaser on a date falling within 30 Business Days from the date of delivery of the Valuation Report pursuant to Clause 4.2(1) or the Completion Date, whichever date shall be earlier, on the following manner:- (1) the Purchaser shall pay a sum of US$800,000, being 80% of the Deposit to the 1st Vendor or any person or persons to whom the 1st Vendor may direct; and (2) the Purchaser shall pay a sum of US$200,000, being the remaining 20% of the Deposit to the 5th Vendor or any person or persons to whom the 5th Vendor may direct. 5.2 Upon due and retained complete performance by Sellers free the Purchaser of its obligations under Clause 5.1(1) and clear (2), the Purchaser shall be deemed to have duly fulfilled its payment obligation under Clause 4.1(1). 5.3 In the event that: (1) if any of the conditions referred to in Clause 3.2 have not been satisfied on or before 12:00 noon on the date falling 60 days from the date of this Agreement or such later date as the Vendors and the Purchaser may agree, the Vendors shall immediately return the Deposit to the Purchaser; (2) if all the conditions referred to in Clause 3.2 have been satisfied on or before 12:00 noon on the date falling 60 days from the date of this Agreement or such later date as the Vendors and the Purchaser may agree, and Completion takes place in accordance with Clause 6, the Vendors shall retain the Deposit and treat the same as part payment of the Purchase Consideration; (3) if all the conditions referred to in Clause 3.2 have been satisfied on or before 12:00 noon on the date falling 60 days from the date of this Agreement or such later date as the Vendors and the Purchaser may agree, and Completion does not take place in accordance with Clause 6 otherwise than as a result of the sole default of the any of the Vendors or solely the joint default of any claims by Buyer with respect thereto of the Vendors, the Vendors shall retain the Deposit as liquidated damages (but not as penalty) and without prejudice in full and final settlement of any liabilities of the Purchaser towards the Vendors and whereupon the Vendors shall not take any action to claim for damages or to enforce specific performance or any other rights or remedies of the Sellers arising out of or relating to such transaction.and remedies; or (iv4) If this Agreement is terminated by Buyers if all the conditions referred to in Clause 3.2 have been satisfied on or Sellers pursuant to Section 10.1 under any circumstances other than before 12:00 noon on the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after date falling 60 days from the date of this Agreement or such terminationlater date as the Vendors and the Purchaser may agree, pay to Buyer its Proportionate Percentage and Completion does not take place in accordance with Clause 6 as a result of the sole default of any of the Vendors or solely the joint default of any of the Vendors, the Vendors shall immediately return the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingthe Purchaser.

Deposit. 2.2.1 Within three (i3) Concurrently Business Days after the Effective Date, Purchaser shall deposit with Republic Title of Texas, Inc. (the execution of this Agreement, Buyer shall deposit“Escrow Agent”), by bank wire transfer the sum of immediately available funds, One Million Three Hundred Five Thousand Dollars ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 1,305,000.00) (the “Deposit”). . The disposition of the Deposit shall be in accordance with the terms of this Agreement and the provisions set forth on Exhibit B attached hereto (ii) the “Escrow Agreement”). If the Closing occurssale of the Property is consummated under this Agreement, the Deposit shall be credited toward paid to Seller and reduce applied to the Cash Purchase Price at Closing. After the conclusion of the Inspection Period, if not terminated as provided in Section 5.2, the Deposit will be non-refundable to Purchaser, except as may otherwise be expressly provided in this Agreement. Purchaser hereby agrees that Five Hundred Dollars ($500.00) of the Deposit shall be independent consideration for Seller’s execution of this Agreement (the “Independent Consideration”) and, notwithstanding anything in this Agreement to the contrary, such Independent Consideration Amount otherwise payable at is deemed received by Seller as of the ClosingEffective Date and is non-refundable in all respects. 2.2.2 Within three (iii3) If Business Days after the Effective Date, Purchaser shall deposit with Seller, by bank wire transfer the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Inspection Non-Refundable Deposit”), which shall be fully earned by Seller and non-refundable to Purchaser except solely in the event this Agreement is terminated by Buyers or Sellers terminates due to a default of Seller pursuant to Section 10.1(b11.1 below, as provided in Section 10.1.2 and Section 10.2 below, or if any Phase I environmental report obtained by Purchaser prior to the expiration of the Inspection Period reveals any recognized environmental condition (“REC”) and a Phase II environmental report confirms the existence of such condition and suggests remediation of the same. Within three (3) Business Days after the Effective Date, Purchaser shall also deposit with Seller, by bank wire transfer the sum of Fifty Thousand Dollars ($50,000.00) (End Date) or Section 10.1(e) (HSR Date) (exceptthe “License Non-Refundable Deposit” and together with the Inspection Non-Refundable Deposit, in each casethe “Non-Refundable Deposits”), which shall be fully earned by Seller and non-refundable to Purchaser except solely in the event the transactions Seller, as licensor, terminates that certain Short Term License dated as of the date hereof by and between Seller, as licensor, and Golabs, Inc., a Texas corporation, an affiliate of Purchaser deriving substantial benefit from the transaction contemplated hereby shall not have been consummated herein, as licensee (the “License Agreement”) prior to the End Closing Date or HSR Date, as applicable, solely as for any reason other than a result default 3 by Purchaser under the License Agreement. If the sale of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if Property is consummated under this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)Agreement, the Deposit and the Non-Refundable Deposits shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice applied to any other rights or remedies of the Sellers arising out of or relating to such transactionPurchase Price at Closing. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (i) Concurrently Notwithstanding Section 10.2(a) to the contrary, in the event this Agreement is terminated by Buyer pursuant to Section 10.1(d), except for this Section 10.2, Section 11.6(d), Section 11.6(e) and Article XII (and the definitions related to any of the foregoing), this Agreement shall become of no further force or effect and (A) Seller shall be entitled to retain the Deposit and any interest earned thereon as a termination fee, (B) there shall be no liability in connection with this Agreement on the execution part of any of Seller, Buyer or Lion or any of their respective officers or directors to any other Party hereto, (C) all rights and obligations of any Party under this Agreement shall cease and (D) each Party hereby waives any and all rights to make any Claims against any other Party with respect to such other Party’s obligations under this Agreement. For the avoidance of doubt, in no event shall Seller or Lion have the right to (and they hereby waive, release and discharge any right to) (1) seek or otherwise obtain specific performance of the Obligations of Buyer under this Agreement, Buyer shall deposit, by wire transfer or (2) collect any amounts in excess of immediately available funds, $2,000,000 the Deposit upon any termination of this Agreement pursuant to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”Section 10.1(d). (ii) If In the event (A) all of the conditions to the obligations of Buyer to consummate the Contemplated Transactions set forth in Section 8.1 and Section 8.3 shall have been fully satisfied on or before the Termination Date (other than the execution and delivery of the Related Agreements), (B) notwithstanding full satisfaction of all such Closing Conditions Buyer refuses to consummate the Contemplated Transactions while Seller and Lion stand ready and able to complete the Closing occurs(including the transactions contemplated to be completed by Seller and Lion pursuant to Section 3.2, other than the execution and delivery of the Related Agreements), (C) Buyer has not terminated this Agreement pursuant to Section 10.1, and (D) this Agreement is terminated by Seller pursuant to Section 10.1(b), then, except for this Section 10.2, Section 11.6(d), Section 11.6(e) and Article XII (and the definitions related to any of the foregoing), this Agreement shall become of no further force or effect, and (1) Seller shall be entitled to retain the Deposit and any interest earned thereon, without any further action, as Seller’s sole remedy and source of recovery for any Claims or Losses related to or arising from Buyer’s breach of this Agreement or the failure of the Closing to occur, and the Parties shall mutually release each other from any residuary Claims they may have against each other for Losses related to or arising from any breach of this Agreement, the Deposit failure of the Closing to occur or the negotiations and execution of this Agreement, (2) there shall be credited toward no liability in connection with this Agreement on the part of any of Seller, Buyer or Lion or any of their respective officers or directors to any other Party hereto, (3) all rights and reduce obligations of any Party under this Agreement shall cease and (4) each Party hereby waives any and all rights to make any Claims against any other Party with respect to such other Party’s obligations under this Agreement. In no event shall Seller, Lion or any of their respective Affiliates seek equitable relief or seek to recover from Buyer or any of its Affiliates any money damages in excess of the Cash Consideration Amount Deposit upon any termination of this Agreement under the circumstances described in this Section 10.2(b)(ii), and Seller and Lion hereby waive, release and discharge any and all rights with respect to the foregoing. For the avoidance of doubt, in no event shall Seller or Lion have the right to seek or otherwise payable at obtain specific performance of the ClosingObligations of Buyer under this Agreement. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under for any circumstances reason other than the circumstances reasons described in Section 1.6(c)(iii10.2(b)(i) aboveand Section 10.2(b)(ii), each then Seller shall return to Buyer the Deposit, plus interest actually earned thereon in the segregated account referred to in Section 2.3(a) from the Execution Date to the date of such return, on the Sellers shall, within three first Business Days Day after the date of such terminationtermination of this Agreement, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer. (iv) Each of the Parties acknowledges that the retention of the Deposit and any interest thereon by Seller is not a penalty, but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such account as shall Deposit may be specified by Buyer retained for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in writingreliance on this Agreement and on the expectation of the consummation of the Contemplated Transactions, which amount would otherwise be impracticable to calculate with precision.

Deposit. (i) Concurrently Simultaneously with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, Purchaser is depositing as a good faith deposit $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 3.75 million (the “"Deposit”") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"). , to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement substantially in the form of EXHIBIT C attached hereto (ii) the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or paid to Sellers pursuant to the Deposit Escrow Agreement and the full amount of the Deposit and the earnings thereon shall be credited against and deducted from the Purchase Price to be paid at the Closing by Purchaser for the Assets. If Sellers terminate this Agreement in accordance with the provisions of Section 10.1(b) (End Date) 15.02(d), at the time of such termination Sellers are not then in breach of any of their representations, warranties, covenants or Section 10.1(e) (HSR Date) (except, in each caseagreements to such an extent that Sellers' breaches, in the event aggregate, would reasonably be expected to have a Material Adverse Effect and the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer conditions set forth in Section 7.1(c) Sections 10.04 (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (only FCC and ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Fargo lien) to Act consents), 10.06, (provided that the applicable period shall be from August 31, 1996 through the date of termination of this Agreement), 10.09 and 10.10 shall have been satisfied or waivedsatisfied, then Sellers shall be entitled to (i) or if this Agreement is terminated $1,500,000 of the Deposit as liquidated damages (the "Liquidated Damages Amount") without the necessity for proof by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)of actual damages, which Liquidated Damages Amount the Deposit shall be forfeited parties agree is a fair and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies reasonable measure of the damages that Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date would sustain as a result of such termination, pay and (ii) up to Buyer its Proportionate Percentage an additional $2,250,000 from Purchaser and ▇▇▇▇▇▇ (in the aggregate) upon proof by Sellers of actual damages greater than the Liquidated Damages Amount. Notwithstanding anything else set forth in this Section 5.02, Sellers' sole and exclusive recourse for Purchaser's or ▇▇▇▇▇▇'▇ breach of their representations or obligations under this Agreement prior to Closing shall only be to receive an amount up to $3.75 million. In any other case if the Closing does not occur, then, pursuant to the Deposit by wire transfer of immediately available funds to such account as Escrow Agreement, the Deposit and all earnings thereon shall be specified paid to Purchaser. All determinations of breach and satisfaction of conditions shall be made, and all payments by Buyer the Deposit Escrow Agent shall be made, in writingaccordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or Merger Sub equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to perform)close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited and retained by Sellers free and clear is a reasonable estimate of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionactual damages, and (iii) such liquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described Deposit to Buyer in Section 1.6(c)(iii) above, each of the Sellers shall, immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three Business Days (3) business days after the date event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of such terminationSeller set forth in ARTICLE 8 have been met, pay then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its Proportionate Percentage receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by wire transfer of immediately available funds to such account as Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (i) Concurrently with Purchaser shall pay a deposit in the execution amount of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 30,000.00 (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior via wire transfer to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇ ▇. ▇▇▇▇▇▇ Fargo lienCOLTAF Trust Account (“Escrow Account”) no later than three days after the signing of this Agreement as a deposit for the purchase of the Shares being sold by the Sellers. The Deposit will be held in the Escrow Account until Closing (as defined in Section 3.01 of this Agreement) or until ordered released as per other sections of this Agreement. It is understood that PSP is in compliance with all SEC filing requirements as of the date hereof. All filings with the Securities and Exchange Commission (“SEC”) are displayed on ▇▇▇▇▇ (the “SEC Filings”) and that the SEC Filings reveal almost all information pertaining to PSP and that there have been satisfied or waived) or if no significant changes in PSP and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of 14 days from the signing of this Agreement is terminated by Sellers pursuant to Section 10.1(dfor any reason or no reason (the “Due Diligence Period.”) (Buyer or Merger Sub breach or failure to perform)After the Due Diligence Period, the Deposit shall will be forfeited 1 non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and retained by outlined in Article II, 2.12 and Article III, 3.02 of this Agreement. In addition if, after signing this Agreement and prior to the Closing, in performing due-diligence, the Purchaser, discover something of significance that was not previously revealed in the SEC Filings or otherwise that changes the structure and intent of this Agreement and the transaction, that the Sellers free cannot correct, the Purchaser may cancel this Agreement and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies request a full refund of the Deposit. The Purchaser will notify the Sellers arising out of or relating the subject of concern and their intention to such transaction. (iv) If cancel this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than and the circumstances described in Section 1.6(c)(iii) above, each request for the refund of the Deposit, in writing, addressed to the individuals and addresses listed Article VI, 6.09 of this Agreement. The Sellers shall, within three Business Days shall have ten business days after receiving the date of such termination, pay to Buyer its Proportionate Percentage request for the refund of the Deposit to correct the discrepancy or the Deposit will be refunded to the Purchaser by the Escrow Agent. The account wire transfer of immediately available funds instructions for the Deposit herein and payment pursuant to such account Sections 1.04 and 3.02(b)(i) are as shall be specified by Buyer in writing.follows: BANK:

Deposit. (i) Concurrently with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the 7.1 The Deposit shall be credited toward and reduce held in trust in an interest bearing trust account pending fulfilment of the Cash Consideration Amount otherwise payable at Conditions Precedent. This clause 7 constitutes the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior mandate to the End Date or HSR Date, as applicable, solely as a result Seller’s Attorneys in terms of section 78(2A) of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)▇▇▇, the ▇▇▇▇. 7.2 The Deposit shall be forfeited and retained paid by Sellers free and clear of any claims the Purchaser by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire electronic transfer of immediately available and freely transferable funds into the Seller’s Attorneys Designated Account. 7.3 In the event that the Conditions Precedent are fulfilled or, where applicable, waived, by the due dates for fulfilment thereof and the Purchaser fails to comply with its obligations under clauses 8 and 10 on the due date therefor, the Purchaser shall forfeit the Deposit and all interest accrued thereon, which shall be paid to the Seller, without prejudice to the Seller’s rights in law, by way of pre-estimated liquidated damages, it being specifically recorded that, in such circumstance, the Seller shall be entitled to unilaterally instruct the Seller’s Attorneys in writing to pay the Deposit, and all interest accrued thereon, to the Seller. 7.4 The Seller shall be obliged to provide the Purchaser with a copy of any instruction to the Seller’s Attorneys given by it under the provisions of clause 7.3. 7.5 The Seller’s Attorneys shall be entitled to pay the Deposit, and all accrued interest, to the Seller in accordance with the Seller’s written instruction, provided that the Seller’s Attorneys has given the Purchaser at least 48 (forty eight) hours written notice that it intends to pay the Deposit and interest to the Seller and the Purchaser has not objected to such account payment by written notice to the Seller’s Attorneys prior to the expiry of the said 48 (forty eight) hours. If the Purchaser has objected as contemplated in this clause 7.5, the resultant dispute may be referred by the Purchaser or the Seller for resolution in terms of clause 26. 7.6 If the Seller’s Attorneys receive a notice from the Purchaser in accordance with the provisions of clause 7.5, it shall be specified obliged to retain the Deposit and the interest accrued thereon until such time as the Seller’s Attorneys receive written notification signed on behalf of both Parties to release the Deposit and interest accrued thereon to the Seller. 7.7 In the event that the Conditions Precedent are fulfilled or, where applicable, waived, by Buyer the due dates for fulfilment thereof and the Purchaser complies with its obligations under clauses 8 and 10 on the due date therefor, the Seller’s Attorneys shall return an amount equal to the Deposit and ail interest accrued thereon to the Purchaser, within 5 (five) business days of the Effective Date, by electronic transfer of immediately available and freely transferable funds into the Purchaser’s Designated Account free of any deductions or set-off whatsoever, in writingthe currency of the Republic of South Africa.

Deposit. (ia) Concurrently Prior to 5:00 pm (New York City time) on October 16, 2009, Borrower shall deposit with the execution of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving Lender an amount thereof equal to such Seller’s Proportionate Percentage $6,000,000.00 (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit cash by wire transfer of immediately available funds to such the account specified on Schedule 1 attached hereto. Provided that each of the conditions set forth in Section 2.1 have been satisfied prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), the amount of the Deposit will be credited toward the Discounted Payoff Amount. If Borrower fails to satisfy each of the conditions set forth in Section 2.1 prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), then (i) Lender shall be specified entitled to retain a portion of the Deposit equal to $1,000,000 (as the same may be increased pursuant to Section 1.3 hereof, the “Liquidated Damages Payment”) as liquidated damages for Borrower’s breach of the terms of this Agreement, (ii) the remainder of the Deposit ($5,000,000) shall be applied by Buyer Lender to the Loans on the Outside Payment Date (as the same may be extended pursuant to Section 1.3 hereof) in writingthe following order: first, to any accrued and unpaid interest on the Junior Mezz A Loan; second, to the outstanding principal amount of the Junior Mezz A Loan; third, to any accrued and unpaid interest on the Senior Mezz Loan; and fourth, to the outstanding principal amount of the Senior Mezz Loan, and (iii) the provisions of Section 2.3 hereof shall apply. In such event, Lender shall have no obligation to treat the Liquidated Damages Payment as a partial prepayment of the Loans and no portion of the Liquidated Damages Payment shall be applied to the principal amount of the Loans or any other amounts owed to Lender under the Loan Documents and/or the Junior A Mezzanine Loan Documents. THE PARTIES AGREE THAT LENDER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE BY BORROWER TO PAY THE DISCOUNTED PAYOFF AMOUNT IN ACCORDANCE WITH THE TERMS HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE LIQUIDATED DAMAGES PAYMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT LENDER WOULD INCUR IN SUCH EVENT. (b) Notwithstanding Section 1.2(a), if prior to 5:00 pm (New York City time) on October 30, 2009, Borrower informs Lender by written notice that it has elected not to pay the Discounted Payoff Amount in accordance with the terms hereof, then Lender shall (i) retain the Liquidated Damages Payment as liquidated damages hereunder and (ii) return the remainder of the Deposit to Borrower. In such event, (a) Lender’s agreement to accept the Discounted Payoff Amount shall be deemed terminated and of no further force or effect, (b) neither Borrower nor any other party shall be entitled to a discounted payoff of the Loans, (c) Lender shall have no obligation to treat the Liquidated Damages Payment as a partial prepayment of the Loans and no portion of the Liquidated Damages Payment shall be applied to the principal amount of the Loans or any other amounts owed to Lender under the Loan Documents and/or the Junior A Mezzanine Loan Documents and (d) the Loan Documents and the Junior Mezzanine A Loan Documents shall remain in full force and effect and continue to control the relationship between the parties. No portion of the Deposit or Additional Deposit (defined below) shall be refundable to Borrower after 5:00 pm (New York City time) on October 30, 2009.

Deposit. (i) Concurrently with Upon the execution and delivery of this AgreementAgreement and the Deposit Escrow Agreement (defined below) by the parties, Buyer shall deposit, by wire transfer deliver a deposit of immediately available funds, One Million and 00/100 ($2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage 1,000,000.00) Dollars (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account Stewart ▇▇▇▇▇ ▇uaranty Company, as escrow agent (the “Deposit Escrow Agent”), which shall be specified deposited in an account established pursuant to the terms of a mutually agreeable escrow agreement (the “Deposit Escrow Agreement”), to be entered into on the date hereof by Seller, Buyer, and the Deposit Escrow Agent. (a) If the conditions set forth in Article 5 have been satisfied or waived (other than those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party), and this Agreement is terminated by the Buyer before the Closing, Seller shall be entitled to the Deposit. Notwithstanding the foregoing, if this Agreement is terminated before the Closing by Buyer pursuant to Section 9.1(b) or 9.1(d) {W5975088.1} 6 or by mutual agreement of the Buyer and the Seller pursuant to Section 9.1(a), then Buyer shall be entitled to the Deposit. (b) The Parties agree that the damages that Seller would suffer in writingthe event that Buyer defaults in the performance of its obligation to close hereunder on or before the Outside Date is not susceptible of precise determination. Accordingly, if the Closing does not occur and Seller actually receives the Deposit pursuant to the terms hereof, such receipt of the Deposit by Seller shall constitute liquidated damages and the sole and exclusive remedy for Seller for any and all claims arising from Buyer’s failure to consummate the transactions contemplated by this Agreement (other than claims for intentional fraud on the part of Buyer). The parties agree that the amount of the Deposit as a damage measure is reasonable, represents a liquidation of the potential damages under this Agreement and is not a penalty.

Deposit. Within two (i2) Concurrently with business days of the execution by Buyer and Sellers of an original or an originally executed counterpart of this Agreement, Buyer shall depositdeposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by a confirmed wire transfer of immediately available fundsfunds (hereinafter referred to as “Immediately Available Funds”), the sum of Two Million Three Hundred Seventy Five Thousand and no/100 Dollars ($2,000,000 2,375,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Contingency Period (as defined in Section 6 below), Buyer shall deposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to such accounts Escrow Holder, or by Immediately Available Funds, the additional sum of Two Million Three Hundred Seventy Five Thousand and no/100 Dollars ($2,375,000.00) (the “Additional Deposit”). The Initial Deposit and the Additional Deposit are collectively referred to herein as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). . Escrow Holder shall place the Deposit in an interest-bearing account with a financial institution acceptable to Sellers and Buyer, and all interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be applicable to the Purchase Price from and after the expiration of the “Contingency Period” (iias defined in Section 6(a) If below) unless (a) the Closing occursEscrow fails to close as a result of Sellers’ failure to convey the Properties pursuant to the terms of this Agreement or (b) this Agreement otherwise expressly provides for the return of any or all of the Deposit to Buyer. In the event of Buyer’s failure to close the Escrow due to a default by Buyer under this Agreement, unless such failure is caused by Sellers’ failure to convey the Properties pursuant to the terms of this Agreement, the Deposit shall be credited toward constitute “Liquidated Damages” as provided in and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior subject to the End Date or HSR Date, as applicable, solely as a result provisions of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction15 below. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing.

Deposit. (ia) Concurrently with the execution of this AgreementAgreement by Buyer and Seller, Buyer shall deposit, by wire transfer of deliver to Seller in immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative funds a performance guarantee deposit in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage Ten Million Dollars ($10,000,000) (the “Deposit”)) in accordance with wire transfer instructions provided by Seller to Buyer. (iib) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior Subject to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer proviso set forth in Section 7.1(c) (closing deliverables)11.01, Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers Seller pursuant to Section 10.1(d11.01(b) (Buyer or Merger Sub breach or and Seller does not waive the non-satisfaction of any conditions to Closing set forth in Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform)perform its obligations under this Agreement. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit shall be forfeited is a reasonable estimate of such actual damages, and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to (iii) such transactionliquidated damages do not constitute a penalty. (ivc) If Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyers or Sellers Buyer pursuant to Section 10.1 under 11.01(c) and Buyer does not waive the non-satisfaction of any circumstances other than conditions to Closing set forth in Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h) or Section 13.03(c), then Seller shall promptly return the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay Deposit to Buyer its Proportionate Percentage of the Deposit by wire transfer of in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such account return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after the determination that the Closing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within 21 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within 21 days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be specified by Buyer in writingdeemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ia) Concurrently with the execution of this Agreement, Buyer shall deposit, has deposited by wire transfer of immediately available funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, same day funds with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage one million dollars ($1,000,000) (the “Deposit”). . At Closing, if no Preferential Purchase Rights set forth on Schedule 7.10 have been exercised, or, if any such Preferential Purchase Rights have been exercised, if the transactions contemplated thereby have been consummated, then one hundred percent (ii100%) If of the Closing occurs, amount of the Deposit shall be credited applied toward the Purchase Price at the Closing (without any interest earned thereon). At Closing, if a Preferential Purchase Right set forth on Schedule 7.10 has been exercised and reduce the Cash Consideration Amount otherwise payable transactions contemplated thereby have not been consummated, then fifty percent (50%) of the amount of the Deposit shall be applied toward the Purchase Price at Closing (without any interest earned thereon) and the remaining fifty percent (50%) of the amount of the Deposit shall be retained by Seller as security for the performance by Buyer of its obligations set forth in Section 5.4(b)(ii). (b) If (i) all conditions precedent to the obligations of Buyer set forth in Article X (other than those conditions that by their nature are to be satisfied at the Closing) have been met or waived by Buyer and (ii) Seller is entitled to terminate this Agreement pursuant to Section 14.1(e), then, in such event, Seller shall have the option to: (1) terminate this Agreement and retain the Deposit as liquidated damages or (2) seek specific performance with respect to the performance by Buyer of its obligations hereunder and pursue all other remedies available to Seller at law or in equity. (iiic) If this Agreement is terminated by Buyers the mutual written agreement of Buyer and Seller, or Sellers pursuant to if the Closing does not occur for any reason other than the exercise by Seller of its rights under Section 10.1(b) (End Date3.2(b) or Section 10.1(e) (HSR Date) (except14.1(e), in each case, in the event the transactions contemplated hereby then Buyer shall not have been consummated prior be entitled to the End Date or HSR Date, as applicable, solely as a result return of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables)Deposit, Section 7.1(d) (Material Adverse Effect)without interest, Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer Seller with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transactionthereto. (ivd) If this Agreement Buyer fails to purchase the Pre-Closing Pref-Right Assets(s) as required by Section 5.4(b)(ii), then the Parties agree that, in such event, Seller’s damages are uncertain and speculative and the amount of the Deposit is terminated calculated by Buyers or Sellers reference to Seller’s anticipated damages and not established as a penalty, and that Seller shall be entitled, as its sole and exclusive remedy with respect to such failure to perform by Buyer, to retain the portion of the Deposit not applied to the Purchase Price pursuant to Section 10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii3.2(a) aboveat Closing, each of the Sellers shalltogether with all interest earned thereon, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingliquidated damages.

Deposit. (ia) Concurrently The Contributing Parties acknowledge that SLT shall on the date of execution hereof make an ▇▇▇▇▇▇▇ money deposit (together with any interest earned thereon, the "Initial Deposit") in the amount of Five Million Dollars ($5,000,000) with First American Title Insurance Company (the "Escrow Agent") pursuant to the terms of the escrow instructions (the "Escrow Agreement") in the form attached as Exhibit "A" hereto. Provided this Agreement has not been sooner terminated, upon the approval or deemed approval of the Schedules of this Agreement (as provided in Section 12.01), SLT shall deposit with the execution Escrow Agent on or prior to 6:00 P.M. (EST) on January 17, 1997 an additional $5,000,000.00 (the "Additional Deposit" and together with the Initial Deposit and any interest or other earnings on either the "Deposit"), for a total deposit of this Agreement, Buyer shall deposit, by wire transfer of immediately available funds, $2,000,000 to such accounts as 10,000,000.00. The Deposit shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”)non-refundable except as provided herein. (iib) If the Closing occursshall occur, the Deposit shall be credited toward and reduce applied to the Cash Consideration Amount otherwise payable at portion of the Closing. (iii) Contribution Amount. If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b12.01, the Initial Deposit shall be returned by the Escrow Agreement to SLT. If the Partnerships fail or refuse to close for any reason other than (x) an uncured default by one or more of the Contributing Parties under Section 13.02 of this Agreement, (End Datey) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of one or more of the condition to Closing of Buyer set forth conditions in Section 7.1(c8.01, or (z) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if termination of this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to perform)Article VI, the Deposit shall be forfeited paid to the Contributing Parties, as liquidated damages as their sole and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights exclusive remedy for such default. If (1) one or remedies more of the Sellers arising out Contributing Parties fail or refuse to perform their obligations under this Agreement, or (2) if one or more of the conditions set forth in Section 8.01 is not satisfied or relating to such transaction. waived by the Partnerships, or (iv3) If this Agreement is terminated by Buyers or Sellers pursuant to Article VI, then subject to the provisions of Section 10.1 under any circumstances other than 13.02, the circumstances described Deposit shall be refunded and repaid to SLT. (c) The Deposit shall be invested in Section 1.6(c)(iii) above, each accordance with the terms of the Sellers shall, within three Business Days after Escrow Agreement and interest shall accrue for the date benefit of such termination, pay and be paid to Buyer its Proportionate Percentage the party to whom the Deposit is paid pursuant to this Section 2.05. (d) The duties of the Deposit by wire transfer Escrow Agent hereunder are purely ministerial in nature, and the Escrow Agent shall have no liability to either party so long as it acts in good faith in accordance with the provisions of immediately available funds to such account as shall be specified by Buyer in writingthe Escrow Agreement.

Deposit. Buyer has previously deposited as a good faith deposit Five Million Dollars (i$5,000,000) Concurrently (the "DEPOSIT") with CoreStates Bank, N.A. (the execution "ESCROW AGENT"), to be held, invested and disbursed pursuant to the terms of this the Deposit Escrow Agreement, Buyer shall depositas amended by Amendment No.1 thereto dated as of the date hereof, by wire transfer an executed copy of immediately available funds, $2,000,000 to such accounts which is attached hereto as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage EXHIBIT C (the “Deposit”"DEPOSIT ESCROW AGREEMENT"). (ii) . If the Closing occurs, then (a) as provided in SECTION 2.4, the Deposit shall be credited toward held as the Indemnification Escrow Payment pursuant to SECTION 2.4 and reduce (b) all earnings on the Cash Consideration Amount otherwise payable at Deposit shall be paid to Sellers pursuant to the Closing. Deposit Escrow Agreement, and Buyer will receive a credit against the Purchase Price for such amounts. If Sellers' Agent terminates this Agreement in accordance with SECTION 10.1(d)(i), then Sellers shall be entitled to the Deposit and all earnings on the Deposit; provided, however, that in addition Sellers will have and be entitled to pursue any and all remedies, it being understood that the Deposit and earnings thereon will be paid to them in exchange for their agreements set forth in SECTION 6.8 for the period prior to the date of such termination; provided, however, Sellers shall not be entitled to recover Damages in excess of a total of $15,000,000 (iiiless the Deposit and earnings thereon paid to Sellers) from the Buyer with respect to Buyer's failure to consummate the transactions contemplated hereby. If this Agreement is terminated other than by Buyers or Sellers Sellers' Agent pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇▇ Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Sellers pursuant to Section 10.1(d) (Buyer or Merger Sub breach or failure to performSECTION 10.1(d)(i), the Deposit and all earnings thereon shall be forfeited paid to Buyer. All payments by the Escrow Agent shall be made in accordance with the procedures and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. (iv) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1 under any circumstances other than the circumstances described provisions set forth in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writingEscrow Agreement.

Deposit. Within two (i2) Concurrently with business days after the execution of this AgreementAgreement by Seller and Buyer, Buyer shall depositdeposit in escrow with First American Title Insurance Company, by wire transfer of immediately available fundsNational Commercial Services, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to such Seller’s Proportionate Percentage (the “Deposit”). (ii) If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 7.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fargo lien▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Title Company”) the amount of Five Hundred Thousand Dollars ($500,000) (the “▇▇▇▇▇▇▇ Money”) to have been satisfied or waivedbe held in accordance with this Agreement, including the provisions of Section 10.16 herein. Buyer's deposit of the ▇▇▇▇▇▇▇ Money with the Title Company within the prescribed time period is a condition precedent to the effectiveness of this Agreement; and, if Buyer fails to deliver the ▇▇▇▇▇▇▇ Money to the Title Company within the time prescribed, this Agreement will be of no further force and effect. The ▇▇▇▇▇▇▇ Money shall be held in an interest bearing account and all interest thereon shall be deemed a part of the ▇▇▇▇▇▇▇ Money. Should Buyer elect to cancel and terminate this Agreement pursuant to Section 3.1 (“Approval; Non-Satisfaction”), Section 4.3 (“Exception Matters”), Section 5.3 (“Title Objections”), Section 9.7 (“Buyer’s Closing Conditions”), Section 10.1 (“Remedies”), Section 6.1 (“Casualty”) or Section 6.2 (“Condemnation”) below, then the Deposit will be returned to Buyer and Buyer and Seller will be released and relieved from all obligations and liabilities hereunder, except that Buyer either will (i) promptly return to Seller all copies, or (ii) deliver a written certification to Seller of the destruction, of the Property Information provided to Buyer (but excluding copies thereof maintained in electronic format in Buyer’s data archives) and, upon Seller’s request and payment by Seller to Buyer of Buyer’s actual cost thereof, Buyer shall deliver to Seller any third party reports in respect of the Property obtained by Buyer and Buyer will continue to be liable for those obligations under Sections 2.5, 7.3, 10.4 and 10.8, which will survive cancellation or termination of this Agreement (the “Surviving Obligations”). If the Closing as contemplated hereunder should occur, then the ▇▇▇▇▇▇▇ Money will be paid by the Title Company to Seller at the Closing, and the ▇▇▇▇▇▇▇ Money will be credited against the Purchase Price payable by Buyer to Seller at the Closing. The ▇▇▇▇▇▇▇ Money will be non-refundable to Buyer except that the ▇▇▇▇▇▇▇ Money will be refundable to Buyer if this Agreement is canceled and terminated by Sellers pursuant to Buyer under Section 10.1(d) 3.1 (Buyer or Merger Sub breach or failure to perform“Approval; Non-Satisfaction”), the Deposit shall be forfeited and retained by Sellers free and clear of any claims by Buyer with respect thereto and without prejudice to any other rights or remedies of the Sellers arising out of or relating to such transaction. Section 4.3 (iv) If this Agreement is terminated by Buyers or Sellers pursuant to “Exception Matters”), Section 5.3 (“Title Objections”), Section 9.7 (“Buyer’s Closing Conditions”), Section 10.1 (“Remedies”), Section 6.1 (“Casualty”), Section 6.2 (“Condemnation”) below, or by Seller under any circumstances other than the circumstances described in Section 1.6(c)(iii) above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer its Proportionate Percentage of the Deposit by wire transfer of immediately available funds to such account as shall be specified by Buyer in writing9.8 below (“Seller’s Closing Conditions”).