Common use of Deposit Clause in Contracts

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day Business Days (hereinafter defined) following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into with Commercial Title Group, Inc., located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Escrow (as defined belowAgent”) the amount of Seven Thousand in cash, One Hundred Forty Three and No/100 Twenty-five Thousand Dollars ($7,143.00125,000) (the “Initial Deposit”), in the form of a wire transfer payable . If Purchaser elects to Chicago Title Insurance Company (“Escrow Holder”). Unless proceed with this Agreement shall have been terminated pursuant to beyond the provisions hereof prior theretoexpiration of the Inspection Period (as defined in Article 4 below), no later than three (3) business days Business Days after the expiration of the “Due Diligence Inspection Period” , the Purchaser shall deliver to the Escrow Agent the additional sum of One Hundred Twenty Five Thousand Dollars (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other $125,000) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, ). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account under Purchaser’s tax identification number and together shall be released or applied in accordance with the terms of this Agreement. The Initial Deposit and the Additional Deposit, together with all interest accrued earned thereon, are collectively hereinafter referred to as the “Deposit”).” The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. Escrow Holder shall deposit If a dispute arises between the Deposit in a non-commingled trust account and shall invest parties as to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part disposition of the Deposit, the Escrow Agent shall: (i) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (ii) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (iii) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the consummation of the purchase and sale of the Property as contemplated hereunderDeposit, Escrow Agent’s sole responsibility may be satisfied, at Escrow Agent’s option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall be paid to Existing Owner and credited have any further right, claim, demand, or action against the Purchase Price on the Closing DateEscrow Agent. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall indemnify the Escrow Agent for all costs, and reasonable attorneys’ fees and legal expenses incurred by Buyer the Escrow Agent as a result thereof, provided that such litigation does not result in accordance with any right to so terminate provided herein, (c) a judgment against the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need Escrow Agent for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate acting improperly under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one 3.1 The Buyer must pay the Deposit to the Deposit Holder as Stakeholder in the amount and at the times required in Item 8. 3.2 Time is of the essence when making payment of the Deposit. 3.3 Failure to pay any monies on time or by cheque, which is not honoured on presentation, will be an act of default by the Buyer. 3.4 The Buyer may secure payment of the Deposit (in whole or in part) by Bank Bond/Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee. 3.5 The Deposit is payable to the Seller: (1) business day following on Settlement; or (2) in case of the mutual execution and exchange Buyer's Default on default. 3.6 Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this AgreementContract by the Seller, Buyer shall deposit into Escrow giving rise to a claim for damages. 3.7 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Stakeholder is instructed by the parties to invest the Deposit, subject to any legislative requirements, then (except in the case of Bank Bond/Guarantee): (1) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Deposit Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in its name as trustee for the Buyer and the Seller in an insured, interest bearing money market accountsaccount with a Bank, certificates of depositBuilding Society or Credit Union until the Settlement Date or as otherwise instructed by the parties; (2) the parties will supply to the Deposit Holder, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the investment of the Deposit. In , their tax file numbers and acknowledge that if the event tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable; (3) the Deposit and the interest are at the risk of the consummation of party who is ultimately entitled to the purchase and sale of Deposit; (4) the Property as contemplated hereunder, interest on the Deposit shall will be paid to Existing Owner the party who becomes, and credited against is, entitled to the Purchase Price Deposit at Settlement and such party will be solely responsible for any tax liability on such monies; (5) where the Closing Date. In Contract does not proceed to Settlement, the event interest is payable to the sale of party entitled to the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit in accordance with any right to so terminate provided herein, Clauses 3.5 and 3.6; (c6) the failure Deposit Holder will lodge any necessary taxation return, and may pay any tax out of the Deposit and interest. The Buyer and the Seller equally indemnify the Deposit Holder against any tax payable; (7) all costs in relation to this investment will be borne by the party referred to in Clause 3.7(4) and may be recovered by the Deposit Holder out of Buyer’s Closing Conditions the Deposit and interest; (as defined below) 8) the Deposit Holder does not have to occur account to the Buyer or (d) the Seller for interest for distribution until the investment of the Deposit matures and the bank debits tax and any other reason other than charges or expenses are deducted from the interest; and (9) a default by BuyerStakeholder, then being a licensed Agent, may not invest the Deposit shall if the sale is to be immediately and automatically paid over to Buyer without completed on a contractually ascertainable day less than 60 days after the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)is received.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after following any termination of this Agreement, but subject to the expiration of the “Due Diligence Period” (as hereinafter defined)following sentence, Buyer shall deposit with deliver written instructions to the Escrow Holder additional cash or other immediately available funds Agent to release from the Deposit Escrow and pay to Buyer the Deposit (including any interest earned thereon); provided that, in the amount event of One Hundred Thousand a termination with respect to the ACE Lo Purchase only and No/100 Dollars not the AREH Subs Purchase pursuant to Section 11.1(g) hereof, Buyer shall deliver written instructions to the Escrow Agent to release from the Deposit Escrow and pay to Buyer a portion of the Deposit corresponding to the proportion of the entire Purchase Price represented by the Closing ACE Purchase Price ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all including any interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit Notwithstanding the Deposit in a non-commingled trust account and shall invest foregoing sentence, if (i) all of the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited conditions to Buyer’s account obligation to close under Section 10.1 and deemed Section 10.2 hereof shall have been satisfied (other than those conditions to be part satisfied at the Closing), and Buyer fails to close within the time required by this Agreement, (ii) the condition to the parties’ obligations to close under Section 10.1(b) shall not have been satisfied due to Buyer’s failure to use best efforts to cause the expiration or termination of any appliacable waiting periods, together with any extensions thereof, under the HSR Act in accordance with Section 9.7(b) hereof, (iii) the condition to Buyer’s obligation to close under Section 10.2(d) shall not have been satisfied due to Buyer’s failure to pay the fees of the Deposit. In title insurance company, or (iv) the event of Sellers’ obligations to close under Section 10.3(c) hereof shall not have been satisfied due to Buyer’s failure to pay the consummation of Purchase Price at the purchase Closing, then ACE Hi shall be entitled to receive the Deposit (without any interest earned thereon) and sale of Buyer and ACE Hi shall deliver joint written instructions to the Property as contemplated hereunderEscrow Agent to (A) release from the Deposit Escrow and pay to ACE Hi, the Deposit shall be paid (without giving effect to Existing Owner the interest earned thereon) and credited against (B) release from the Purchase Price Deposit Escrow and pay to Buyer, any interest earned on the Closing Date. In the event the sale of the Property is not consummated because of (aDeposit, all pursuant to this Section 11.2(b) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then and the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Simultaneous with the mutual execution and exchange of this Agreement, Buyer shall deposit into the Initial Deposit with Escrow (Agent, as defined below) escrow agent for Buyer and Seller. If Buyer does not elect to terminate this Agreement on or before the conclusion of the Inspection Period, then on or before the conclusion of the Inspection Period, and as a condition to the continuing purchase rights of Buyer hereunder, Buyer shall increase the amount of Seven Thousand One Hundred Forty Three the Initial Deposit by delivering the Additional Deposit to Escrow Agent, and No/100 Dollars ($7,143.00) (thereafter the “Initial Deposit shall be non-refundable except as otherwise set forth herein. The Deposit will be held in an interest-bearing account with interest to follow the Deposit”). At the Closing the Deposit, together with accrued interest, will be applied against the Purchase Price. In the event Buyer breaches this Agreement or fails to close notwithstanding Seller’s being ready, willing and able to perform at Closing, Seller shall retain the Deposit as liquidated damages and Seller shall have no further remedy at law or in equity. The Deposit shall be refundable to Buyer in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless event this Agreement shall have been is terminated pursuant to the provisions hereof prior theretoParagraphs 10, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash 14 or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)15 hereof. Escrow Holder shall deposit Agent agrees to act as escrow agent for Buyer and Seller hereunder and to administer the Deposit in a non-commingled trust account and shall invest accordance with the Deposit in an insured, interest bearing money market accounts, certificates terms of deposit, United States Treasury Bills or such other instruments as directed this Agreement. Escrow Agent may also rely on instructions jointly given by Buyer and reasonably acceptable Seller as to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the disposition of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderBY INITIALING OR SIGNING WHERE INDICATED BELOW, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateTHE PARTIES SPECIFICALLY APPROVE THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH 3, AND ACKNOWLEDGE THAT UPON A DEFAULT BY BUYER, SELLER SHALL ONLY BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT AS ITS EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY HEREUNDER. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Seller: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto: /s/ ▇▇▇▇▇ ▇. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).▇▇▇▇▇

Deposit. Within one (1a) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer shall is depositing as a good faith deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars seven hundred two thousand, seven hundred seventy-one dollars ($7,143.00702,771) (the “Initial 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 a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) Exhibit A attached hereto (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “DepositEscrow Agreement”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, . (b) If the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyeroccurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be immediately retained by the Deposit Escrow Agent in its capacity as the escrow agent under the Remedial Site Escrow Agreement (the “Remedial Site Escrow Agent”), the Deposit Escrow Agreement shall automatically terminate and automatically 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 credited against and deducted from the Initial Purchase Price to be paid over to at Closing by Buyer without for the need for any further action by Membership Interests. (c) If Seller terminates this Agreement in accordance with the provisions of either Party hereto. The sole remedy for (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer to make satisfy the Initial Deposit requirements of Section 7.3(a), (c), (d), (e) or the Additional Deposit as and when required hereunder (f) or (ii) Section 8.1(c)(ii)(B), then Seller shall be for 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 terminate this 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. All references in For the avoidance of doubt, if Buyer terminates this Agreement pursuant to a “return Section 8.1(d)(ii)(B), the Escrowed Funds shall be released to Buyer as soon as practicable in accordance with the terms of the Deposit” Deposit Escrow Agreement. (e) All payments by the Deposit Escrow Agent shall also be deemed to include a return of made in accordance with the “Deposit” under procedures and other provisions set forth in the “Other Property Purchase Agreements” (as defined herein)Deposit Escrow Agreement.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunder, the Deposit shall be paid it may direct). 4.4. If this agreement terminates pursuant to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of clauses 5.11 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one On the Commencement Date, the Tenant shall pay a security deposit equivalent to two (12) business months’ rent for the Premises amounting to Kenya Shillings [*] (KShs. [*]/-) which amount shall be retained by the Landlord throughout the Term as security for the due performance by the Tenant of the covenants agreements restrictions stipulations and provisions herein contained provided that the Landlord shall be entitled at any time and from time to time to apply the deposit monies in and towards the satisfaction and discharge of the covenants and agreements on the part of the Tenant if after giving thirty (30) days’ notice specifying the nature of the breach and the Tenant fails to satisfy or discharge a material covenant or agreement herein. The Tenant acknowledges and agrees that the Landlord shall not be required to account for any interest on the deposit monies held by the Landlord. The Deposit, less any deductions as the Landlord shall deem sufficient to make good any damage to the Premises, shall be refunded by the Landlord to the Tenant within thirty (30) days of expiry or other determination of the Term hereby created and upon fulfilment by the tenants of all their obligations under this agreement. In addition to paying Rent, the Tenant shall pay a monthly service charge of Kenya Shillings [*] (KShs. [*]/-) Only and the same shall become due and monthly in advance, on or before the fifth day following of every succeeding month. All payments shall be paid directly to the mutual execution Landlord by way of cheque, banker’s cheque or cash into the Landlord’s or Landlord’s agent nominated bank account. The Tenant's Covenants The Tenant covenants with the Landlord: - To pay the Rent on the days and exchange in the manner set out in Clause 3 above, not to exercise or seek to exercise any right or claim to withhold Rent or any right or claim to legal or equitable set off and, if so, required by the Landlord, to make such payments by banker's order to the bank and account which the Landlord may from time to time nominate. To pay all electricity, water and telephone user charges, if any in respect of the Premises throughout the Term of this Agreement or up to the date of its sooner determination. Having satisfied themselves upon gaining access to the Premises that it is in good order, to be responsible for the full maintenance of it throughout the Term of this Agreement. To insure their personal and household belongings and indemnify the Landlord against any action, Buyer shall deposit into Escrow (as defined below) claim or demand arising from any loss, damage, theft or injury to the amount Tenant or Tenant’s family, licensee, invitees or servants. To ensure that the internal plumbing, immersion heaters, window locks, fastenings and other ancillary apparatus are in good order before gaining access to the Premises and thereafter throughout the Term of Seven Thousand One Hundred Forty Three this Agreement carry out or cause to be carried out all running repairs necessary. To pay and No/100 Dollars ($7,143.00) (indemnify the “Initial Deposit”), in the form Landlord against Value Added Tax or any tax of a wire transfer payable similar nature, if applicable, which may be substituted for it or levied in addition to Chicago Title Insurance Company (“Escrow Holder”). Unless it chargeable in respect of any payment made by the Tenant under any of the terms of or in connection with this Agreement shall have been terminated pursuant or in respect of any payment made by the Landlord where the Tenant agrees in this Agreement to reimburse the provisions hereof prior thereto, no later Landlord for such payment. To repair the Premises and keep them in repair excepting damage caused by an Insured Risk other than three (3) business days after where the expiration insurance money is irrecoverable in consequence of any act or default of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash Tenant or other immediately available funds in anyone at the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Premises expressly or by implication with the Initial Deposit and all interest accrued thereon, the “Deposit”)Tenant’s authority. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable At least fourteen (14) days prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement due to breach of the Agreement for Sale terms by Buyer the Tenant (to varnish the floor, paint with two coats of the best vinyl paint ( and in case of wall and ceiling, at least two coats of plastic emulsion paint), as shall be deemed necessary after a joint inspection between the Tenant and the Landlord or its appointed agent, all parts of the interior and terrace of the Premises as are usually painted to such specification and colour as the Landlord shall in writing approve. To permit the Landlord and its agent or agents and all persons duly authorized by the Landlord with all necessary apparatus, appliances, machinery and materials to enter upon the Premises at all reasonable times upon giving reasonable notice in writing to the Tenant of not less than forty eight (48) hours for the purpose of examining the state and condition of the Premises or of taking inventories of the Landlord’s fixtures therein or of doing such work and things as may be properly required for any repair or renewal either of the Premises or of the electricity or water or drainage lines under any part of the Premises. To pay for the replacement of or make good repair or restore to the reasonable satisfaction of the Landlord, all such articles of fixtures, fittings, furniture and effects as shall be broken, lost, damaged or destroyed during the Tenancy. To execute any repairs lawfully required to be done by the Tenant before the expiration of one (1) calendar months’ notice given in writing by the Landlord or its authorized agent or agents and if the Tenant shall within such time fail to execute such work the Landlord may execute or cause such work to be executed and recover the cost thereof from the Tenant but without prejudice to the Landlord’s right of re-entry set out in this Agreement. To report immediately in writing to the Landlord or its authorized agent or agents any signs of infestation by white ants, bees or other destructive insects or any wet or dry rot in the Premises and should the Tenant fail to report as aforesaid then the Tenant shall be liable for the cost of rectifying the additional damage due to such failure. To permit no person other than a person in the domestic service of the said Tenant to occupy accommodation in the servant’s quarters (if any). Not without the previous written consent of the Landlord or its authorized agent or agents to make any alterations attach fixtures or erect additional structures in or upon the Premises or drive any nails screws or other fastenings into the floors, walls, ceiling or woodwork of the Premises. Not to transfer, assign, sub-let or part with or share the Premises or any part of it without the prior written consent of the Landlord. In the event that the Landlord gives consent, to assign, sub-let or part with or share the Premises or any part of it, subsequent contracts executed to that effect shall be drawn between the Landlord, Tenant and Assignee and the Tenant shall remain liable for settlement of Rent due as per this Agreement. Not to paint or exhibit in any window or upon any external part of the Premises any trade, professional or business notice or advertisement whatsoever. Not to do or permit or suffer to be done anything in or upon the Premises or the garden or grounds surrounding the same which may at any time be or become a nuisance or annoyance to the tenants or occupiers of any adjacent premises. Not to do or permit to be done anything whereby the Landlord’s policy or policies of insurance of the said Premises against the Insured Risks may become void or voidable or whereby the rate of premium for any insurance may be increased and to repay to the Landlord all sums paid by the Landlord by way of increased premium and all expenses incurred by it in or about any renewal of any such policy or policies where the payment of such sums or any of them shall have been rendered necessary by a breach or non-observance of this covenant and all such payments shall be added to the rent reserved and be recoverable as Rents. To pay the nominal fees and disbursements of the Landlord’s advocates and all other costs and expenses incurred by the Landlord in relation to the preparation, execution and stamping of this Agreement as set out in the schedule hereto. To be responsible for and to keep the Landlord fully indemnified against all damages, losses, cost, expenses, actions, demands, proceedings, claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of any act, omission or negligence of the Tenant or any person at the Premises expressly or impliedly with the Tenant’s authority or out of any breach or non-observance by the Tenant of the covenants, conditions or other provisions of this Agreement. That at all times if the Tenant is not the one living in the premises, he/she shall provide the Landlord or the body charged with management of the common property, with full details of the person living in the Premises and provide him or her with the conduct rules of the housing estate. The Landlord's Covenant The Landlord covenants with the Tenant: - To pay the land rent or any rate or tax which may be levied on the said Property by the Government of Kenya or any other statutory authority subject to the Landlord’s right of recovery. To keep the external walls, roof, main drains, common parts and structure of the Premises in a proper state of repair and maintenance. Within thirty (30) days of the expiry or determination of the Term and after delivery up of the Premises in accordance with any right the Tenant’s covenants herein the Landlord will refund to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Tenant the Deposit shall be immediately without any interest, whatsoever, and automatically paid over to Buyer without the need for upon deducting any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate charges authorised in this Agreement. All references That the Tenant paying the Rent and performing and observing in the several covenants on its part and the conditions contained in this Agreement shall peaceably hold and enjoy the Premises during the Term without any interruption by the Landlord or any person or agents rightfully claiming under or in trust for the Landlord. To carry out any repairs to a “return the interior of the Deposit” Premises or to the Landlord’s fixtures fittings and fastenings therein which may become necessary at any time during the Term by reason of structural repairs to or defects in the building or by reason of any breach or non-performance of the obligations of the Landlord under this clause. Rights of Re-entry and Termination If there is a breach by the Tenant of any covenant or other term of this Agreement, the Landlord may subject to the provisions of section 75 of the Land Act re-enter the Premises or any part of them at any time and even if any previous right of re-entry has been waived and then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Landlord against the Tenant in respect of any breach of covenant or other term of this Agreement including the breach in respect of which the re-entry is made. The Tenant may terminate the Tenancy hereby created by giving the Landlord or its duly appointed agent one (1) month’s written notice of such wish to terminate or make a payment of One (1) month’s Rent in lieu of such notice. This Tenancy shall also be deemed to include a return be, automatically terminated on determination of the “Deposit” under Term if the “Other Property Purchase Agreements” (as defined herein)Tenant shall not have expressed interest to renew the Term.

Deposit. Within one (1a) business day Prior to 11:00 a.m. on the third (3rd) Business Day following the mutual execution and exchange of this AgreementExecution Date, Buyer the Purchaser shall deposit into Escrow (as defined below) deliver the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 (the “Initial First Deposit”)) by wire transfer to the Vendor’s Solicitors or the Title Insurer, at Purchaser’s option, to be invested by the Vendor’s Solicitors, or the Title Insurer, as applicable, in the form of an interest-bearing trust account with a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Canadian Schedule I bank pursuant to the provisions hereof prior thereto, no later than three Bank Act (3Canada). (b) business days after Prior to 11:00 a.m. on the expiration third (3rd) Business Day following receipt of the “Due Diligence Period” (as hereinafter defined)Waiver Notice, Buyer the Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in deliver the amount of One Hundred Thousand and No/100 Dollars ($100,000) 10,000,000 (the “Additional Second Deposit”) by wire transfer to the Vendor’s Solicitors or the Title Insurer, as applicable, to be invested by the Vendor’s Solicitors or the Title Insurer, as applicable, in an interest-bearing trust account with a Canadian Schedule I bank pursuant to the Bank Act (Canada). The First Deposit and the Second Deposit if paid are collectively referred to as the “Deposit”. (c) Except as otherwise provided herein, the Deposit, together with all interest earned thereon, is non-refundable and shall be forfeited to the Initial Deposit Vendor if the Transaction fails to close due to a default by the Purchaser. Vendor acknowledges and agrees that its sole and exclusive remedy in the event of a default by the Purchaser hereunder shall be to terminate this Agreement and receive the Deposit, together with all interest accrued thereon, said disbursement to the “Deposit”)Vendor representing the payment of liquidated damages representing a genuine pre-estimate of the loss resulting from such default and upon such termination of this Agreement all of the parties’ respective rights and obligations hereunder (except those obligations which are expressly stated to survive the termination of this Agreement) shall terminate. Escrow Holder shall deposit Purchaser and Vendor acknowledge and agree that the actual damages suffered by the Vendor resulting from such a breach would be difficult or impossible to measure and that the Deposit represents the parties’ good faith estimate of such damages. In further consideration thereof, the Vendor waives any right to specifically enforce the actual purchase of the Subject Assets by the Purchaser under this Agreement. If this Agreement is terminated other than as the result of a default by Purchaser or failure by the Purchaser to give the Vendor the Waiver Notice prior to 5:00 p.m. on the Purchaser’s Condition Date in a non-commingled trust account accordance with Section 2.4, the Deposit, together with all interest earned thereon, shall, subject to Subsection 2.4(b), be thereupon returned to the Purchaser, without prejudice to all other rights and shall invest remedies which the Purchaser may have against the Vendor at law or in equity. (d) If the Transaction is completed, the Deposit in an insured, shall be credited against the Purchase Price due on Closing and the interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest accrued thereon shall be credited paid by the Vendor’s Solicitors or the Title Insurer, as applicable, directly to Buyerthe Purchaser within a reasonable period of time following the Closing. (e) In holding and dealing with the Deposit and interest pursuant to this Agreement, the Vendor’s account Solicitors are not bound in any way by any agreement other than this Agreement, and deemed the Vendor’s Solicitors shall not be considered to be part assume any duty, liability or responsibility other than to hold the Deposit and interest in accordance with the provisions of this Agreement as stakeholder and not as agent for any party and to pay the DepositDeposit and interest to the Person becoming entitled thereto in accordance with the terms of this Agreement. In the event of a dispute between the consummation parties as to entitlement to the Deposit and interest, the Vendor’s Solicitors may, in their discretion, pay the Deposit and interest in dispute into court, whereupon the Vendor’s Solicitors shall have no further obligations relating to the Deposit and interest earned thereon. The Vendor’s Solicitors shall not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to the Vendor’s Solicitors and the Vendor’s Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the purchase acceptance by the Vendor’s Solicitors of any such notice or other document in good faith. The parties hereto acknowledge that the Vendor’s Solicitors may rely upon the provisions of this Section 3.1(e) and sale of that such provisions shall only be effective in the Property as contemplated hereunder, event that the Deposit shall be paid to Existing Owner and credited against is held by the Purchase Price on the Closing Date. Vendor’s Solicitors. (f) In the event that the sale Purchaser elects to have the Title Insurer hold the Deposit, prior to delivery thereof, the Purchaser, the Vendor and the Title Insurer shall enter into an escrow agreement consistent with the terms of this Section 3.1 and otherwise reasonably acceptable to the Property is not consummated because parties thereto. (g) The provisions of (a) a Seller default, (b) this Section 3.1 shall survive the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit by cashier's check or wire transfer of immediately available federal funds into the Escrow provided for in Section 3 the sum of Two Hundred Twenty Five Thousand and 00/100 Dollars ($225,000.00) (the "DEPOSIT"). Escrow Holder (as defined below) shall, without any requirement for further instructions, immediately release the amount Deposit to Seller, which funds shall become non-refundable in all instances other than a termination of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant due to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Seller's default hereunder. The Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall will be credited against the Purchase Price. If requested by Buyer, prior to Buyer’s account and deemed any disbursement to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated Seller hereunder, the Deposit shall be deposited by Escrow Holder into an interest-bearing account selected by Buyer. The interest earned on the Deposit prior to disbursement of the Deposit to Seller shall, at the time of Closing, be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. In or, in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of that this Agreement by Buyer in accordance with any right to so terminate provided hereinis terminated, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest on the Deposit shall be immediately paid to Buyer, unless such termination is a result of Buyer's default under the terms hereof in which case the interest on the Deposit shall be released to Seller. Buyer shall not be entitled to any interest on the Deposit from and automatically paid over after its disbursement hereunder to Buyer without Seller. In addition to all of Seller's rights and remedies under this Agreement and applicable law, Seller shall have the need right to terminate this Agreement if for any further action by either Party hereto. The sole remedy for a failure by reason Buyer shall fail to make the Initial Deposit or the Additional Deposit as and required to be made by Buyer when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)due hereunder.

Deposit. Within one At or before ▇▇▇▇▇▇'s execution of this Lease, Tenant shall deposit with Landlord the sum set 3 forth in the Data Sheet as a security deposit and payment and performance guaranty. Landlord shall 4 retain said sum throughout the Term of this Lease as security for the faithful performance by ▇▇▇▇▇▇ of all 5 of the terms, covenants, and conditions of this Lease. (1Such sum is occasionally referred to herein as the 6 “deposit”.) business day If Tenant defaults with respect to any provision of this Lease, including but not limited to the 7 provisions relating to the payment of Rental, Landlord may use, apply or retain all or any part of the 8 deposit for the payment of any Rental or any other sum in default, or for the payment of any loss or 10 other amount which Landlord may spend or become obligated to spend by reason of Tenant's default. In 11 no event, except as specifically hereinafter provided, shall Landlord be obliged to apply the same to 12 Rental or other charges in arrears or to damages for ▇▇▇▇▇▇'s failure to perform said covenants, conditions 13 and agreements; however, Landlord may so apply the deposit, at its option. ▇▇▇▇▇▇▇▇'s right to bring a 14 special proceeding to recover or otherwise to obtain possession of the Premises before or after ▇▇▇▇▇▇▇▇'s 15 declaration of the termination of this Lease for non-payment of Rental or for any other reason shall not in 16 any event be affected by reason of the fact that Landlord holds the deposit. 18 In the event that ▇▇▇▇▇▇▇▇ regains possession of the Premises, whether by special proceeding, 19 reentry or otherwise, because of Tenant's default or failure to carry out the covenants, conditions and 20 agreements of this Lease, Landlord may apply such deposit to all damages suffered through the date of 21 said repossession and may retain the deposit to apply to such damages as may be suffered or shall accrue 22 thereafter by reason of ▇▇▇▇▇▇'s default or breach. In the event any bankruptcy, insolvency, 23 reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant, or its 24 successors or assigns, or any guarantor of Tenant hereunder, such deposit shall be deemed to be applied 25 first to the payment of any Rental and/or other charges due Landlord for all periods prior to the institution 26 of such proceedings, and the balance, if any, of such deposit may be retained by Landlord in partial 27 liquidation of ▇▇▇▇▇▇▇▇'s damages. 29 The deposit shall not constitute a trust fund. Landlord shall not be obligated to keep such deposit 30 as a separate fund but may commingle the deposit with its own funds. Tenant shall not be entitled to 31 interest on the deposit. In the event Landlord applies the deposit in whole or in part, Tenant shall, within 32 five (5) days after written demand by ▇▇▇▇▇▇▇▇, deposit sufficient funds to maintain the deposit in the 33 initial amount. Failure of Tenant to deposit such additional funds shall entitle Landlord to avail itself of 34 the remedies provided in this Lease for non-payment of Rental by ▇▇▇▇▇▇. If Tenant fully and faithfully 35 performs every provision of this Lease to be performed by it, the security deposit or any balance thereof, 36 less any sums then due Landlord from Tenant under this Lease, shall be returned to Tenant (or, at 37 Landlord's option to the last assignee of ▇▇▇▇▇▇'s interest thereunder) within thirty (30) days following the mutual execution and exchange 38 later of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination Term of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) Lease or ▇▇▇▇▇▇'s vacating the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoPremises. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).39 40 ARTICLE XXVII 41 42 MISCELLANEOUS 43

Deposit. (a) Section 2.2(a) of the Original Purchase Agreement is hereby deleted in its entirety and replaced with the following: (a) Within one (1) business day following after the mutual execution Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Nine Hundred Thirty Five Thousand and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 NO/100 Dollars ($7,143.00935,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Initial Deposit”). If this Agreement is not terminated pursuant to Section 2.3, within one (1) business day after the expiration of the Due Diligence Period, Purchaser shall deliver to Escrow Holder Agent, in Good Funds, as an additional deposit, the sum of Two Million Eight Hundred Five Thousand and NO/100 Dollars ($2,805,000.00) (together with all interest accrued thereon, the “Additional Deposit”; the Initial Deposit together with the Additional Deposit shall deposit hereinafter individually and collectively be referred to as the “Deposit”). The Deposit shall be non-refundable to Purchaser, except (i) if a condition precedent to Purchaser’s obligations as set forth in Section 10.2 below is not satisfied or cured as of the Closing Date and such failure is not due to a default by Purchaser, or (ii) as specifically provided in Section 2.3, Section 4.3, Section 9.4, Section 10.3 or Section 11.2 below, and in any such event Purchaser’s right to such refund will survive any termination of this Agreement. The Deposit shall be held by Escrow Agent until the earlier of (i) the Closing Date on which the Purchaser or its designee acquires the Last Property or Last Properties (in which case the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited applied to Buyer’s account and deemed to be part of the Deposit. In Allocated Purchase Price(s) for such Property or Properties) or (ii) the event of the consummation of the purchase and sale of the Property as contemplated hereunder, date on which this Agreement is terminated in accordance with its terms (in which case the Deposit shall be paid to Existing Owner and credited against Sellers unless, under the Purchase Price on the Closing Date. In the event the sale express terms of the Property provision pursuant to which this Agreement is not consummated because terminated Purchaser is entitled to a refund of (a) a Seller default, the Deposit).” (b) Sellers will prepare an amendment to the termination Escrow Agreement to reflect the terms of Section 2(a) of this Amendment (the “Escrow Agreement Amendment”) and cause the Escrow Agreement Amendment to be executed by Buyer in accordance with any right the Escrow Agent on or prior to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return end of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Due Diligence Period.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Seller, concurrent with execution of this Addendum, a Deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 1,000.00 (the “Additional "Deposit”"). The Deposit shall be held by Seller as security for the faithful performance by Buyer of all of the provisions of this Addendum to be performed or observed by Buyer. If Buyer fails to pay any amounts or other charges hereunder, and together or otherwise defaults with respect to any provision of this Addendum, Seller may use, apply or retain all or any portion of the Initial Deposit and for the payment of any such amounts or other charge in default, or for the payment of any other sum to which the Seller may become obligated by reason of Buyer’s default, or to compensate Seller for any loss or damage which Seller may suffer thereby. If Seller so uses or applies all interest accrued thereonor any portion of the Deposit, Buyer shall, within ten (10) days after Seller's demand, deposit a cashier's or certified check with Seller in the amount sufficient to restore the Deposit to the full amount thereof. Buyer's failure to do so shall be a material breach of the Addendum. Seller shall not be required to keep the Deposit separate from its general accounts. If Buyer performs all of Buyer's obligations hereunder, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsor so much thereof as has not theretofore been applied to Seller, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited returned, without payment of interest or other increment for its use, to Buyer upon completion of Buyer’s account 's obligations hereunder to Seller's reasonable satisfaction. No trust relationship is created herein between Seller and deemed Buyer with respect to be the Deposit. The Deposit is not part of the Deposit. In the event ▇▇▇▇▇▇▇ Money and no provisions of the consummation of Purchase Agreement or Addendum relating to the purchase and sale of the Property as contemplated hereunder, ▇▇▇▇▇▇▇ Money shall be applicable to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)unless expressly stated otherwise.

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser (unless Seller shall default hereunder) but which shall be applicable to the Purchase Price at Closing (the “Escrow HolderNon-Refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand and Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one 3.1 The Buyer must pay the Deposit to the Deposit Holder as stakeholder in the amount and at the times required in Item 8. 3.2 Time is of the essence when making payment of the Deposit. 3.3 Failure to pay any monies on time (except as provided by Clause 3.4), or by cheque which is not honoured on presentation, will be an act of default by the Buyer. 3.4 Where the Buyer pays all or part of the Deposit monies via an electronic funds transfer, the Buyer will not be in default of Clause 3.3 where the Buyer provides to the Seller, not later than midnight on the date for payment specified in Item 8, written evidence of such electronic funds transfer and the monies are credited to the Deposit Holder's account not later than midnight on the date which is 2 Business Days after the date for payment as specified in Item 8. 3.5 The Buyer may secure payment of the Deposit (in whole or in part) by Bank Bond/Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee. 3.6 The Deposit is payable to the Seller: (1) business day following on Settlement; or (2) in case of the mutual execution and exchange Buyer's Default on default. 3.7 Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this AgreementContract by the Seller, Buyer shall deposit into Escrow giving rise to a claim for damages. 3.8 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Deposit Holder is instructed by the parties to invest the Deposit, subject to any legislative requirements, then (except in the case of Bank Bond/Guarantee): (1) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Deposit Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in its name as trustee for the Buyer and Seller in an insured, interest bearing money market accountsaccount with a Bank, certificates of depositBuilding Society or Credit Union until the Settlement Date or as otherwise instructed by the parties; (2) the parties will supply to the Deposit Holder, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the investment of the Deposit. In , their tax file numbers and acknowledge that if the event tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable; (3) the Deposit and the interest are at the risk of the consummation of party who is ultimately entitled to the purchase and sale of Deposit; (4) the Property as contemplated hereunder, interest on the Deposit shall will be paid to Existing Owner the party who becomes, and credited against is, entitled to the Purchase Price Deposit at Settlement and such party will be solely responsible for any tax liability on such monies; (5) where the Closing Date. In Contract does not proceed to Settlement, the event interest is payable to the sale of party entitled to the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit in accordance with any right Clauses 3.6 and 3.7; (6) all costs in relation to so terminate provided herein, this investment will be borne by the party referred to in Clause 3.8(4); and (c7) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than Deposit Holder, being a default by Buyerlicensed Agent, then may not invest the Deposit shall if the sale is to be immediately and automatically paid over to Buyer without completed on a contractually ascertainable day less than 60 days after the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)is received.

Deposit. Within one (1a) business In the event that Buyer waives its rights or otherwise fails to terminate this Agreement pursuant to Section 2.08(f) hereof, Buyer shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent no later than 5:00 p.m. (Eastern time) on the last day following of the mutual execution and exchange of this AgreementDue Diligence Period; provided, however, in the event that Buyer elects the Extension, (i) on the Extension Date, Buyer shall deposit into the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent as a deposit against the Purchase Price, (as defined belowii) the amount of Seven Thousand One Hundred Forty Three Additional Deposit Amount shall be included in the Deposit Amount and No/100 the Deposit Amount shall total Six Million Dollars ($7,143.006,000,000) from, and including, the Extension Date, and (iii) the “Initial Deposit”Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement. If termination of this Agreement occurs prior to the expiration of the Due Diligence Period and the Extension has not occurred, then CWYP shall transfer the Deposit Amount to Buyer upon Seller’s receipt from Buyer of copies of all Due Diligence Materials (or a certificate from Buyer to Seller to the effect that Buyer has destroyed all Due Diligence Materials), together with a waiver of all right, title and interest in and to the form Business, the Acquired Assets and the Real Property. Except as otherwise expressly provided in this Agreement, including, without limitation, in Section 12.02 hereof, the Deposit Amount shall become non-refundable to Buyer upon the expiration of a wire transfer payable the Due Diligence Period or as of the Extension Date, if any, and shall be delivered to Chicago Title Insurance Company (“Escrow Holder”). Unless Seller as liquidated damages hereunder forthwith without demand, deduction, offset or delay upon termination of this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days on or after the expiration of the “Due Diligence Period” Period or on or after the Extension Date, if any. (as hereinafter defined), Buyer shall b) Upon deposit of the Deposit Amount with Escrow Holder additional cash Agent, Escrow Agent shall hold and invest the Deposit Amount in: (i) United States government obligations or other immediately available funds obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit of banks having capital and surplus in the amount excess of One Five Hundred Thousand and No/100 Million Dollars ($100,000500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by M▇▇▇▇’▇ Investors Service, Inc., (iii) a money market fund registered under the “Additional Deposit”Investment Company Act of 1940, and together with the Initial Deposit and all interest accrued thereonas amended, the “Deposit”)portfolio of which is limited to the obligations described in clause (i) above, or (iv) commercial paper rated at least P-1 by M▇▇▇▇’▇ Investors Service, Inc. and A-1 by Standard & Poor’s Corporation. Escrow Holder shall deposit Interest on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Amount shall be paid to Existing Owner and the party entitled to receive the Deposit Amount at such time as such party receives the Deposit Amount, except that interest shall be credited against the cash balance of the Purchase Price due at the Closing in the event of a Closing. The party receiving interest on the Closing Date. Deposit Amount shall pay any income taxes payable thereon. (c) In the event that a Closing hereunder is not consummated, the sale party with rights pursuant to this Agreement to the Deposit Amount (such party, the “Demanding Party”) may make a written demand upon Escrow Agent for payment of the Property is not consummated because Deposit Amount (a “Demand”). Upon receipt of a Demand, Escrow Agent shall furnish a copy thereof to the non-Demanding Party. Unless the non-Demanding Party, upon written notice to Escrow Agent and the Demanding Party within five (a5) Business Days of its receipt of a Seller defaultcopy of a Demand, objects in writing to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), (bi) the Deposit Amount (without deduction, offset or delay) shall be transferred to the Demanding Party, and (ii) if Seller is the Demanding Party the Deposit Amount shall be transferred to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents requested by Seller in order to legally transfer such Deposit Amount to Seller and/or evidence such transfer (this clause (ii) shall survive any Closing and any termination of this Agreement by Buyer Agreement). If the non-Demanding Party objects to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), Escrow Agent shall continue to hold the Deposit Amount in accordance with any right to so terminate provided hereinthe provisions of this Article 3 until otherwise directed by joint written instructions of Seller and Buyer or final judgment of a court of competent jurisdiction. Escrow Agent may, (c) the failure however, upon written notice of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Seller and Buyer, then deposit the Deposit shall be immediately and automatically paid over to Buyer without Amount with the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return clerk of the Deposit” shall also be deemed to include a return United ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the “Deposit” under the “Other Property Purchase Agreements” State of Florida. ANY DEPOSIT AMOUNT PAID TO OR RETAINED BY SELLER AS LIQUIDATED DAMAGES UNDER THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BE SELLER’S SOLE MONETARY REMEDY IF BUYER FAILS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL MONETARY DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES (as defined herein)I.E., THE VALUE OF THE DEPOSIT AMOUNT) STATED ABOVE REPRESENT THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. THE PAYMENT OF ANY SUCH DEPOSIT AMOUNT BY BUYER TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Deposit. Within one 1.1 The Tenant shall on or before the signing hereof deposit with the Landlord the sum(s) specified in Part V of the First Schedule and, where applicable, a bank guarantee in the sum specified in Part V of the First Schedule (1“Deposit”) business day following to secure the mutual execution due observance and exchange performance by the Tenant of the terms and conditions herein contained and on the part of the Tenant to be observed and performed. The bank guarantee shall be in a form and from a licensed bank in HKSAR approved by the Landlord and shall be subsisting and valid for the whole Term and until at least forty five (45) days after the expiration or sooner determination of this Agreement. 1.2 The Deposit shall, subject to clause 1 of Section IX hereof, be retained by the Landlord throughout the Term without interest. The Tenant hereby specifically and irrevocably authorises the Landlord (but the Landlord is not obliged to and without prejudice to any other Landlord’s right or remedy) to deduct and apply the Deposit in payment of (i) the amount of any arrears of Rent and other charges payable hereunder by the Tenant; and (ii) any costs, expenses, loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any of the terms or conditions herein contained. In addition thereto or alternatively, the Landlord may call in the bank guarantee to settle the amounts referred to in (i) and/or (ii) above, or the shortfall thereof, where applicable. 1.3 If any deduction is made by the Landlord from the Deposit or if there shall be any increase in the Rent, the Tenant shall forthwith on demand by the Landlord make a further deposit and/or provide an additional bank guarantee equal to the amount so deducted or the amount proportionate to the increase in Rent to restore the ratio of Deposit to the Rent to that previously subsisting. Failure by the Tenant to comply with the aforesaid obligation shall entitle the Landlord to determine this Agreement and forthwith to re-enter upon the Premises. 1.4 If, at the expiration or sooner determination of this Agreement, Buyer shall deposit into Escrow there is any money due and owing by the Tenant to the Landlord under any other contract(s) or agreement(s) made between the Landlord and the Tenant (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”whether or not any other party is also party to such contract or agreement), the Landlord shall be entitled, at its absolute discretion, to deduct and apply the Deposit or any part thereof or hold it on account for or in settlement of the form of a wire transfer payable money, loss and damage (whether liquidated or pending assessment) or any part thereof then due or to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant be due and owing to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (Landlord as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)aforesaid.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunderit may direct). 4.4. If this agreement terminates pursuant to clauses 5.11, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of 9.1 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into has deposited by wire transfer with ▇▇▇▇▇ Fargo Bank, National Association (“Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositAgent”), in same day funds the form of a wire transfer payable sum equal to Chicago Title Insurance Company five percent (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35%) business days after the expiration of the “Due Diligence Period” Purchase Price (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit any interest and all interest accrued earnings thereon, the “Deposit”). ) pursuant to that certain escrow agreement (the “Escrow Holder shall deposit Agreement”) executed by the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredSeller Representative, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent contemporaneously herewith. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on to be paid by Buyer at Closing and retained in the Closing Dateescrow account established with Escrow Agent to satisfy (but not serve as a cap or other limitation of) amounts that may be owed by Sellers to Buyer with respect to the indemnities of Sellers under this Agreement. In Such amount retained in the event escrow account following the sale Closing, together with any interest and earnings thereon, shall be referred to as the “Indemnity Escrow”. Any interest included in the Indemnity Escrow shall be treated as income of Buyer for federal income tax purposes. (b) If (i) the Property is not consummated Seller Representative terminates this Agreement pursuant to Section 11.01(b) because of (a) a Seller default, (bA) the termination failure of this Agreement by Buyer to perform any of its obligations hereunder in accordance with any right to so terminate provided herein, material respect or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct to the extent required pursuant to Section 8.01(a) as of the Closing, and (ii) (A) at the time of such termination all conditions precedent to the obligations of Buyer set forth in Section 8.02 have been met and (B) each Seller is ready, willing and able to close the transactions contemplated by this Agreement, then, in such event, Sellers shall retain the Deposit, as defined belowliquidated damages (and not as a penalty) and as Sellers’ sole remedy with respect thereto, in which event Buyer and the Seller Representative shall jointly instruct Escrow Agent to occur or pay the Deposit to Sellers as directed by the Seller Representative. It is expressly stipulated by the Parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for above are a reasonable estimate by the Parties of such damages under the circumstances and do not constitute a penalty. (dc) If this Agreement is terminated for any other reason other than a default by Buyeras set forth in Section 3.02(b), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” , free of any claims by Sellers with respect thereto, and Buyer and the Seller Representative shall also be deemed jointly instruct Escrow Agent to include a return of pay the “Deposit” under Deposit to Buyer. Buyer and Sellers shall thereupon have the “Other Property Purchase Agreements” (as defined herein)rights and obligations set forth in Section 11.02.

Deposit. Within one two (12) business day following days of the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into with First American Title Insurance Company (the "Title Company" or “Escrow (as defined below) Agent”), having its office at 801 Nicollet Mall, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇, the amount sum of Seven ▇▇▇ ▇▇▇▇▇▇▇ Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000.00) (the “Initial "Second Deposit”)") in good funds, in either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional 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 together with thereafter neither party shall have any further rights or obligations to the Initial other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Second Deposit in an insuredinterest-bearing account in accordance with the terms and conditions of a deposit escrow agreement entered into among Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part collectively as the "Deposit." After the expiration of the Deposit. In the event of the consummation of the purchase and sale of the Property Inspection Period (as contemplated hereunderhereinafter defined), if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be paid wholly non-refundable to Existing Owner and credited against Buyer, except as expressly set forth otherwise herein (including 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 Estoppel Certificate or SNDA, change in Seller’s representation as set forth in Section 5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17). The Deposit shall remain at all times applicable to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1) business day following the mutual Tenant has upon execution and exchange of this Agreement, Buyer shall deposit into Escrow Lease deposited with Landlord a Letter of Credit (as defined belowhereinafter defined) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) set forth in Section 1.1 (the “Initial Deposit”), which Letter of Credit may be drawn upon in whole or in part and applied by Landlord for the form purpose of a wire transfer payable curing any Event of Default by Tenant under this Lease that remains outstanding. If any portion of the Deposit is applied to Chicago Title Insurance Company cure an Event of Default by Tenant, Tenant shall, within five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant 5) Business Days after written demand therefor, either deposit funds with Landlord equal to the provisions hereof prior theretoamount applied (in which case such funds shall be held by Landlord hereunder as part of the Deposit) or reinstate the Letter of Credit in an amount sufficient to restore the Deposit to its original amount, no later than three and Tenant’s failure to do so shall be a breach of this Lease. The unapplied balance of the Deposit, including the Letter of Credit with its remaining unapplied balance, shall be returned to Tenant within thirty (330) business days after the expiration of the “Due Diligence Period” Term or sooner termination hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain for sixty (60) days following the expiration of the Term or sooner termination of this Lease an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the year in which the Term ends. The Deposit is not an advance payment of Rent or an account of Rent, or any part or settlement thereof, or a measure of Landlord’s damages. The use or application of the Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Legal Requirements and shall not be construed as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash liquidated damages. In the event Landlord transfers all or other immediately available funds any part of its interest in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”Buildings or this Lease, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder Landlord shall deposit transfer the Deposit in a non-commingled trust account and to the transferee. Upon such transfer, Landlord shall invest thereby be released by Tenant from all liability or obligation for the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part return of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a term “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one two (12) business day following days of the mutual execution by Buyer and exchange Seller of an original or an originally executed counterpart of this Agreement, Buyer shall deposit into with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by a confirmed wire transfer of funds (hereinafter referred to as defined below) “Immediately Available Funds”), the amount sum of Seven Thousand One Eight Hundred Forty Three and No/100 no/100 Dollars ($7,143.00800,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defineddefined in Paragraph 6 below), Buyer shall deposit with Escrow Holder Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by Immediately Available Funds, the additional cash or other immediately available funds in the amount sum of One Million Two Hundred Thousand and No/100 no/100 Dollars ($100,0001,200,000.00) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, the Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably account with a financial institution acceptable to Existing Owner Seller and Buyer, and all interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be credited applicable to the Purchase Price from and after the expiration of the “Contingency Period” (as defined in Paragraph 6(a) below) unless (a) the Escrow fails to close as a result of Seller’s failure to convey the Property pursuant to the terms of this Agreement or (b) this Agreement otherwise expressly provides for the return of the Deposit to Buyer’s account and deemed to be part of the Deposit. In the event of Buyer’s failure to close the consummation of the purchase and sale of Escrow due to a default by Buyer under this Agreement, unless such failure is caused by Seller’s failure to convey the Property as contemplated hereunderpursuant to the terms of this Agreement, the Deposit shall be paid constitute “Liquidated Damages” as provided in and subject to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale provisions of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined Paragraph 15 below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following Purchaser has or will within two (2) Business Days of the mutual execution and exchange of this Agreementdate hereof, Buyer shall made an ▇▇▇▇▇▇▇ money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) with Epiq Corporate Restructuring, LLC (the “Initial DepositEscrow Agent”), ) in the form of a wire transfer payable cash amount equal to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration 10% of the “Due Diligence Period” Cash Consideration (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall , by wire transfer of immediately available funds for deposit the Deposit in into a non-commingled trust account and shall invest the Deposit in an insuredseparate, segregated, interest bearing money market accountsescrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any Encumbrance, certificates attachment, trustee process, or any other judicial process of deposit, United States Treasury Bills any creditor of any Sellers or such other instruments as directed by Buyer Purchaser and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part applied against payment of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, . (b) If, prior to the termination of Closing, this Agreement has been terminated by Buyer Sellers pursuant to Section 7.1(d) or Section 7.1(f) (or by Purchaser pursuant to Section 7.1(b) or Section 7.1(c), in accordance each case in circumstances where Sellers would be entitled to terminate this Agreement pursuant to Section 7.1(d) or Section 7.1(f)), then Sellers shall retain the Deposit together with any right to so terminate provided hereinall received investment income, if any. (c) If, prior to the failure of Closing, this Agreement has been terminated by any of Buyer’s Closing Conditions (Party, other than as defined below) contemplated by Section 2.2(b), then the Deposit, together with all received investment income, if any, shall be returned to occur or Purchaser within five Business Days after such termination. (d) any other reason other than The Parties agree that Sellers’ right to retain the Deposit, as set forth in Section 2.2(b), is not a default 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, at the Closing the Parties shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by Buyer, then wire transfer of immediately available funds 100% of the Deposit shall (together with any and all investment interest thereon, if any) to such account(s) as may be immediately and automatically paid over to Buyer without the need for any further action designated by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sellers.

Deposit. Within one (1a) business day following On the mutual date of execution and exchange of this Agreementthe Agreement to Execute, Buyer shall deposit into Escrow (as defined below) the deposited an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars equal to fifteen million dollars ($7,143.0015,000,000) (such amount, including the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) with First American Title Company, Philadelphia Branch (the “Escrow Agent”), pursuant to an escrow agreement dated as of the date of execution of the Agreement to Execute and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Penn, Buyer and the Escrow Agent. Escrow Holder shall deposit At the Closing, the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and the Deposit shall be promptly released and paid by the Escrow Agent to Buyer’s account Seller pursuant to this Section 2.3(a) and deemed to be part the terms of the DepositDeposit Escrow Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 8.2(c), and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller, as applicable, pursuant to Section 8.2(c) and the terms of the Deposit Escrow Agreement. (b) Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by the Escrow Agent or the parties hereto in order to consummate the purchase and sale contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement and the Deposit Escrow Agreement; provided that such escrow instructions are consistent with the terms of this Agreement and the Deposit Escrow Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, or any inconsistency between the terms and provisions of the purchase Deposit Escrow Agreement and sale the terms and provisions of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner terms and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination provisions of this Agreement by Buyer in accordance with any right shall control, absent an express written agreement between the parties hereto to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate contrary which acknowledges this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 2.3(b).

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser until Closing (unless Seller shall default hereunder) (the “Escrow HolderNon-refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser until Closing (unless Seller shall default hereunder). The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account At and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderonly upon Closing, the Deposit shall be refunded to Purchaser and the entire Purchase Price shall be due in full. Any and all interest accrued or earned thereon shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange of this AgreementAgreement by Buyer and Sellers, Buyer shall deliver a deposit into by wire transfer to JPMorganChase Bank, N.A. (“Escrow (as defined belowAgent”) the in an amount of Seven equal to Five Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00500,000) (the “Initial Deposit”), ) to hold in an interest bearing account pursuant to the form terms of a wire transfer payable to Chicago Title Insurance Company this Agreement and the Escrow Agreement attached hereto as Exhibit J (the “Escrow HolderAgreement”). Unless this Agreement shall have been terminated pursuant to On or before the provisions hereof prior thereto, no later than three tenth (310th) business days after day following the expiration of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder have the right to increase the Initial Deposit by an additional cash or other immediately available funds in the amount of One Nine Million Five Hundred Thousand and No/100 no/100 Dollars ($100,0009,500,000) (the “Additional DepositFunds”), and together with by delivering such amount by wire transfer to the Escrow Agent. Should Buyer in fact so increase the Initial Deposit within such ten (10) day period by such amount, then the provisions of Section 2.05 hereof shall be disregarded in their entirety and all interest accrued thereonbe of no force or effect, the intention of the Parties being that this Agreement be construed as if such Section was not a part hereof. All monies placed with the Escrow Agent pursuant to this Section 2.02 shall accrue interest in accordance with the Escrow Agreement from the date such monies are deposited with the Escrow Agent until the earlier of the Scheduled Closing Date or the termination of this Agreement. Thereafter, if the Deposit is delivered to Seller to hold because Buyer has extended the Closing in accordance with Section 11.02, Seller shall hold such Deposit but such monies shall accrue no interest from the Scheduled Closing Date until the Extended Closing Date. All monies placed with the Escrow Agent pursuant to this Section 2.02 plus any such accrued interest shall be included in the term “Deposit”). .” All fees payable to the Escrow Holder Agent under the Escrow Agreement shall deposit the Deposit in a nonbe borne and paid one-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed half by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of one-half by Seller. (b) If the Deposit. In transactions contemplated by this Agreement are consummated on or before the event of the consummation of the purchase and sale of the Property as contemplated hereunderScheduled Closing Date, the Deposit shall be paid distributed to Existing Owner and credited against Seller by the Escrow Agent as payment of a portion of the Purchase Price on (and Seller and Buyer shall deliver joint instructions to the Escrow Agent to accomplish the foregoing), and the amount payable by Buyer at the Closing Date. In shall be reduced by the event the sale amount of the Property is not consummated because of (a) a Seller default, (b) Deposit. If the termination of this Agreement by Buyer extends the Closing in accordance with any right to so terminate provided hereinSection 11.02 and the transactions contemplated by this Agreement are consummated after the Scheduled Closing Date but on or before the Extended Closing Date, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately retained by Seller as payment of a portion of the Purchase Price, and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure amount payable by Buyer to make at the Initial Deposit or the Additional Deposit as and when required hereunder Closing shall be for Seller to terminate this Agreement. All references in this Agreement to a “return reduced by the amount of the Deposit” . If the transactions contemplated by this Agreement are not consummated, the provisions of Section 12.02 shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)apply.

Deposit. Within one six (16) business day following the mutual execution and exchange Business Days after approval of this AgreementAgreement at the close of the 2022 Fall Town Meeting with no reconsideration and rejection of such approval, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after either the expiration of the period after the close of said 2022 Fall Town Meeting during which a referendum seeking revocation of such approval can be filed or, if such a referendum is timely requested and held, after such referendum has failed to revoke such approval (the “Due Diligence Period” (as hereinafter definedTown Meeting Approval”), the Buyer shall deposit with Buyer’s title insurance company to be determined by Buyer during the Due Diligence Period (the “Escrow Holder additional cash or other immediately available funds Agent”) (i) a deposit in the amount of One Two Hundred Thousand and No/100 00/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, 200,000.00; the “Deposit”). The Deposit shall be held by the Escrow Holder shall deposit Agent in an interest-bearing account subject to the Deposit in a non-commingled trust account terms of this Agreement and shall invest be duly accounted for at the Deposit in an insured, interest bearing money market accounts, certificates time for performance of deposit, United States Treasury Bills or such other instruments this Agreement as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposithereinafter defined. In the event of the consummation of the purchase and sale of the Property If this Agreement is consummated as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on at the Closing Date. In the event the sale time of the Property is not consummated because Closing, subject to the terms and conditions herein. The Deposit made hereunder shall be held in an FDIC-insured account in a Boston-area bank and shall be held and disbursed by Escrow Agent only in accordance with the terms of this Section 2.2. (a) If a Seller defaultClosing occurs and the Deed is recorded hereunder, ▇▇▇▇▇▇ Agent shall promptly disburse the funds in accordance with the closing statement. (b) If the termination of Escrow Agent receives written notice from either Buyer or Seller (the “Notifying Party”) that this Agreement has been terminated under circumstances which entitle the Notifying Party to the Deposit, then the Escrow Agent shall (i) promptly give notice to the other Party of the Escrow Agent’s receipt of such notice from the Notifying Party and shall enclose a copy of the notice received from the Notifying Party, and (ii) subject to the provisions of Section 18 (c) below, if Escrow Agent does not receive written notice from the other Party objecting to the disbursement of the Deposit to the Notifying Party (a “Notice of Contest”) within ten (10) Business Days of receipt by Buyer the other Party of Escrow Agent’s notice, then Escrow Agent shall deliver the Deposit and the interest thereon to the Notifying Party. If Escrow Agent receives a Notice of Contest in accordance with any right the foregoing, Escrow Agent shall continue to so terminate provided hereinhold the Deposit and all interest thereon and shall only disburse the same (x) in accordance with written instructions, jointly signed by ▇▇▇▇▇ and Seller, or (y) in accordance with the final order of a court of competent jurisdiction. (c) If the failure Escrow Agent is uncertain as to its duties or action hereunder, ▇▇▇▇▇▇ Agent will be entitled to deliver the Deposit and all interest thereon, to a court of any of Buyer’s Closing Conditions (as defined below) competent jurisdiction and commence an action for interpleader, naming Buyer and Seller, whereupon the Escrow Agent shall have no further duty with respect to occur or the Deposit. (d) The Escrow Agent shall not be liable for any action taken or omitted in good faith and may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notices, certificates, instruments, requests, papers or other reason other than a default documents believed by Buyerit to be genuine and to have been made, then sent, signed or presented by the proper party or parties. (e) Buyer and Seller agree, jointly and severally, to hold harmless the Escrow Agent against any loss, cost, liability, claim and expense incurred by Escrow Agent (“Escrow Agent Claims”) arising out of or in connection with its services hereunder, except such as may result from the gross negligence or willful malfeasance of Escrow Agent, including the costs and expenses of any interpleader action involving the Deposit shall be immediately and automatically paid over to Buyer without the need for or of defending itself against any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit claim or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)liability.

Deposit. Within one (1) business day following 5.1.1 On the mutual execution and exchange of this AgreementExecution Date, the Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other account designated in Schedule 5.1.1 in same day immediately available funds in into escrow with the Sellers (or their designee) an amount of One Hundred Thousand and No/100 Dollars equal to ninety million dollars ($100,00090,000,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit This Agreement will not become a legally binding and enforceable obligation of Sellers unless and until the Deposit in a non-commingled trust account and shall invest is received by the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositSellers. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon termination of this Agreement, the Deposit will be applied as set forth in Section 5.1.3. 5.1.2 Beginning on the date that Sellers notify the Buyer that the Sellers have informed the Federal Antitrust Agency that Sellers have completed their response to the “second request”, and again every day thereafter until Closing Dateoccurs or until this Agreement terminates, except as provided below in this Section, the Buyer shall be obligated to pay to the Sellers an amount equal to three hundred thirty thousand dollars ($330,000) per day during such period (the “Daily Ticking Fee”). In On the event last day of each month prior to the sale Closing or termination of this Agreement, and again on the termination date, the Buyer shall deposit by wire transfer in same day immediately available funds into escrow with the Sellers (or their designee) an amount equal to the sum of all Daily Ticking Fee accrued during the period between such date and the date of the Property is immediately preceding deposit of the Daily Ticking Fee; provided, however, that the amount of Buyer’s liability hereunder with respect to the Daily Ticking Fee shall not consummated because exceed fifty million dollars ($50,000,000). The total amount of the accumulated Daily Ticking Fee owed hereunder by the Buyer shall be the “Additional Deposit”. If the Closing occurs, the Additional Deposit shall be treated as an increase to the Deposit and the Deposit (aincluding the Additional Deposit) a Seller default, (b) shall be credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon the termination of this Agreement by Buyer the Additional Deposit will be applied as set forth in accordance with any right to so terminate provided herein, (c) Section 5.1.3. 5.1.3 The Sellers shall retain the failure sum of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as liquidated damages if (i) all material conditions precedent to the obligations of the Buyer set forth in Article 9 (excluding those in Section 9.1.5) have been met (other than delivery of documents by the Parties to be made at Closing) and when required hereunder shall be for Seller to terminate this Agreement. All references in the Sellers have terminated this Agreement pursuant to Section 18.1.2 or Section 18.1.6 (in which case the Sellers shall have a “claim against Buyer for the amount identified above), (ii) if the Buyer has terminated this Agreement pursuant to Section 18.1.4, or (iii) if the Buyer or the Sellers have terminated this Agreement pursuant to Section 18.1.8. If this Agreement is terminated pursuant to Section 18.1.1, Section 18.1.3, Section 18.1.5 or Section 18.1.7, then Sellers shall return the Deposit and the Additional Deposit without interest to the Buyer; provided, however, that notwithstanding the foregoing, Sellers shall retain the sum of the Deposit” Deposit and the Additional Deposit as liquidated damages in the event that this Agreement is (or can also be) terminated pursuant to either Section 18.1.2 or 18.1.8; provided, further, in the event this Agreement terminates, if the Federal Antitrust Agency notifies Sellers that Sellers are not in substantial compliance and Sellers have not exercised Reasonable Efforts to achieve substantial compliance as soon as practicable, then Sellers shall also be deemed return the Deposit and the Additional Deposit without interest to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer.

Deposit. Within one From and after the Effective Date, Seller shall hold the Deposit OP Units as an ▇▇▇▇▇▇▇ money deposit under (1and as collateral for the performance of Buyer's obligations under) business day following the mutual execution and exchange of this Agreement, Buyer . The Deposit OP Units shall deposit into Escrow (also continue to serve as defined below) the amount of Seven Thousand One Hundred Forty Three collateral under and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three Buyer Leases and related pledge agreements (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”)"PLEDGE AGREEMENTS") for the Parcels, as described in such Pledge Agreements. Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property Closing occurs as contemplated hereunder, then on the Closing Date the Deposit OP Units shall be paid automatically transferred to Existing Owner Seller pursuant to the terms and provisions of SUBSECTION (b) hereof and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller, on the Closing Date, any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or to evidence such transfer of Deposit OP Units to Seller, and the value of such Deposit OP Units shall be credited against the Purchase Price on in accordance with SUBSECTION (b) hereof. If the Closing Date. In the event the sale of the Property hereunder is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a the breach or default by Buyerof the Buyer under this Agreement, then the Deposit OP Units shall not be transferred to Seller; PROVIDED, HOWEVER, that the Seller shall continue to retain and hold the Deposit OP Units as collateral pursuant and subject to the terms and provisions of the Buyer Leases and Pledge Agreements, as described in such Pledge Agreements (it being acknowledged and agreed by the parties hereto that such Deposit OP Units also serve as collateral for the performance of the Buyer's (or its Affiliates', as applicable) obligations under the Buyer Leases to the extent provided under the Pledge Agreements). If the Closing hereunder is not consummated as a result of or due to the breach or default of the Buyer under this Agreement after the expiration of any applicable notice and cure periods, then unless the Seller elects to exercise the remedy of specific performance provided in this Agreement, the Deposit OP Units shall be immediately automatically transferred to Seller as liquidated damages hereunder, and automatically paid over Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or evidence such transfer. Each Affiliate of Buyer without who is a "tenant" under a Buyer Lease for which the need Deposit OP Units serve as collateral has executed the Acknowledgment, Consent and Agreement Page attached hereto for any further action the purpose of evidencing its acknowledgment of and consent to the terms and provisions of this SECTION 2.1(a) and its agreement to be bound by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as terms and when required hereunder shall be for Seller to terminate provisions of this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSECTION 2.1(a).

Deposit. Within one (1) business day following In connection with the mutual execution and exchange delivery of this AgreementAgreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)promptly, but in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than any event within three (3) business days after the expiration Business Days of the “Due Diligence Period” Execution Date, deposit into escrow (as hereinafter defined)the "Escrow") with State Street Bank and Trust Company (the "Escrow Holder") 3.5% of the Cash Consideration (the "Deposit") in immediately available, good funds, to be held and disbursed pursuant to the Escrow Agreement, dated on or about the Execution Date, among the Sellers, Buyer shall deposit with and the Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional "Escrow Agreement"). Such Escrow Agreement shall include the provisions set forth in this Section 1.7, including any provisions incorporated by reference herein. Upon receipt of the Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall immediately deposit the Deposit in a noninto an interest-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositaccount. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid to Existing Owner and credited against only become nonrefundable upon the Purchase Price on earlier of (x) the Closing Date. In the event the sale of the Property is not consummated because of Date or (a) a Seller default, (by) the termination of this Agreement pursuant to Section 7.1(d) (a "Buyer Default Termination"). In the event the Deposit becomes non-refundable by reason of a Buyer in accordance with Default Termination, the provisions of Section 1.8 below shall apply. At the Closing, all of the Deposit (and any right to so terminate provided herein, (cinterest accrued thereon) shall be credited toward payment of the failure of Cash Consideration. If this Agreement is terminated for any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerBuyer Default Termination, then the Escrow Holder shall return to Buyer the Deposit shall be immediately (and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure interest accrued thereon) upon receipt of notice by Buyer to make the Initial Deposit or the Additional Deposit as Escrow Holder. The Escrow Holder's escrow fees and when required hereunder charges shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)paid one-half by Sellers and one-half by Buyer.

Deposit. Within one two (12) business day days following the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into deliver the Initial Deposit to First American Title Insurance Company (the “Escrow Agent”), at its offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ (Tel. (▇▇▇) ▇▇▇-▇▇▇▇; E-mail ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇). If this Agreement has not theretofore been terminated (pursuant to Section 4.7.2 or otherwise), then prior to the expiration of the Due Diligence Period, Buyer shall deliver the Additional Deposit to Escrow Agent, and the entire Deposit shall become nonrefundable to Buyer except as otherwise expressly provided in this Agreement. If the Additional Deposit is not delivered by Buyer to Escrow Agent on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have terminated this Agreement pursuant to Section 4.7.2 and the Initial Deposit (less the “Independent Consideration” (as defined below), which shall be paid to Seller) shall be returned to Buyer. The Initial Deposit and, if applicable, the amount Additional Deposit shall be delivered to the Escrow Agent by wire transfer of Seven Thousand immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent. At all times during which the amounts so deposited hereunder shall be held by the Escrow Agent, the same shall be held by Escrow Agent as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. While the Deposit or any portion thereof is being held by the Escrow Agent, the Deposit shall be invested by the Escrow Agent in the following investments (“Approved Investments”): (i) money market funds, or (ii) such other short-term investment option offered by the Escrow Agent as may be reasonably agreed to by Seller and Buyer. All interest earned on the Deposit shall be deemed part of the Deposit for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Seller and Buyer acknowledge and agree that One Hundred Forty Three and No/100 Dollars ($7,143.00100) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner or retained by Seller, as applicable, if this Agreement is terminated for any reason (the “Independent Consideration”). Moreover, Seller and credited against Buyer acknowledge and agree that the Independent Consideration has been bargained for and agreed to as additional consideration for Seller’s execution and delivery of this Agreement. At the Closing, the entire Deposit (including the Independent Consideration) shall be applied to the Purchase Price on Price. Notwithstanding anything to the contrary in this Agreement, if this Agreement terminates or if the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultfails to occur, (b) the termination of this Agreement by Buyer in accordance with for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a Buyer’s default by Buyerunder this Agreement, then the Deposit (less the Independent Consideration, which shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder Seller) shall be for Seller promptly returned to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall deposit into with Escrow Agent no later than the following events the following amounts: (as defined belowi) on the amount of Seven Thousand third (3rd) Business Day after the Effective Date, One Hundred Forty Three and No/100 Million Dollars ($7,143.00) (the “Initial Deposit”1,000,000), in (ii) on the form third (3rd) Business Day after the date of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer shall deposit if Purchaser fails to terminate this Agreement in accordance with Escrow Holder additional cash or other immediately available funds in the amount of Section 5.2, One Hundred Thousand and No/100 Million Dollars ($100,0001,000,000) (individually or collectively, as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncase may be at any time, the “Deposit”), such that the total Deposit at such time shall be Two Million Dollars ($2,000,000). The Deposit shall be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement in the form attached hereto as Schedule 3.1. Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States savings account or short-term U.S. Treasury Bills or such other instruments similar cash-equivalent securities, as directed by Buyer Purchaser and reasonably acceptable to Existing Owner Seller. Any and all interest thereon earned on the Deposit shall be credited reported to BuyerPurchaser’s account federal tax identification number and deemed to be shall become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1, then this Agreement shall, at Seller’s election, terminate (other than the Surviving Obligations), and any Deposit then held by Escrow Agent shall be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to the Escrow Agent a letter of credit, which shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. In Purchaser shall remain fully liable for the event the sale amount of the Property Deposit, without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not consummated because of (a) a payable to or drawable by Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange delivery of this Agreement, Buyer Purchaser shall deposit into deliver to Escrow (as defined below) Agent a wire transfer in the amount sum of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.003,000,000) (the “Initial Deposit”), in the form of as a good faith deposit. If this Agreement has not been terminated (or deemed terminated) pursuant to Section 2.7, Purchaser shall deliver to Escrow Agent a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration for an additional deposit of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Ten Million Dollars ($100,00010,000,000) (the “Additional Deposit”) in accordance with Section 2.7 not later than the Due Diligence Period Expiration Date. The Initial Deposit, and together with the Initial Additional Deposit when and if made, together with all interest accrued earned thereon, shall comprise the “Deposit”). The Deposit shall be invested by Escrow Holder Agent in a commercial bank or banks acceptable to Seller and Purchaser at money market rates, or in such other investments as shall deposit be approved in writing by Seller and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest or other earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be either (i) applied at Closing against the Adjusted Gross Purchase Price payable by Purchaser, (ii) returned to Purchaser pursuant to the terms of this Agreement, or (iii) paid to Existing Owner and credited against Seller pursuant to the Purchase Price on terms of this Agreement. If Purchaser fails to timely deliver the Closing Date. In the Deposit to Escrow Agent under this Agreement, then at any time prior to such delivery, Seller, as its sole remedy, may terminate this Agreement upon written notice to Purchaser, in which event the sale Deposit (if any) then deposited by Purchaser shall be returned to Purchaser and all rights and obligations of the Property parties hereunder shall terminate, provided that the indemnification rights set forth in Section 2.6 and Section 12.20 shall survive termination hereof and Seller may pursue any remedies with respect thereto. Upon Escrow Agent’s receipt, at any time following the Due Diligence Period Expiration Date, of any notice from Seller or Purchaser directing the disposition of the Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to Seller and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Seller nor Purchaser provide a written notice to Escrow Agent objecting to such proposed delivery within four (4) Business Days thereafter. If neither Seller nor Purchaser provides such written objection to Escrow Agent within such four (4) Business Day period, then Escrow Agent shall deliver the Deposit as so directed. If either Seller or Purchaser provide such written objection to Escrow Agent within such four (4) Business Day period, then Escrow Agent shall (i) hold the Deposit until it is not consummated because instructed by a joint written statement of (a) a Seller defaultand Purchaser as to the disposition of the Deposit, (bii) pay the termination Deposit into the registry of this Agreement by Buyer the court of competent jurisdiction in connection with an interpleader filed pursuant to Section 12.9, or (iii) pay the Deposit in accordance with any right to so terminate provided herein, (c) an award determined in accordance with the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Section 12.21 hereof ordering the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return disposition of the Deposit” shall also be deemed . If Purchaser deposits cash with Escrow Agent in respect of any amounts then being disputed by Seller, then Escrow Agent will hold such cash until it is instructed by a joint written statement of Seller and Purchaser or such final non-appealable judgment of a court so rendered as to include a return the disposition of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such cash.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Seller, concurrent with execution of this Addendum, a Deposit in the amount of One Hundred Thousand and No/100 Dollars $1,000.00 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder The Deposit shall deposit be held by Seller as security for the faithful performance by ▇▇▇▇▇ of all of the provisions of this Addendum to be performed or observed by ▇▇▇▇▇. If Buyer fails to pay any amounts or other charges hereunder, or otherwise defaults with respect to any provision of this Addendum, Seller may use, apply or retain all or any portion of the Deposit for the payment of any such amounts or other charge in default, or for the payment of any other sum to which the Seller may become obligated by reason of Buyer’s default, or to compensate Seller for any loss or damage which Seller may suffer thereby. If Seller so uses or applies all or any portion of the Deposit, Buyer shall, within ten (10) days after Seller’s demand, deposit a non-commingled trust account and shall invest cashier’s or certified check with Seller in the amount sufficient to restore the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon the full amount thereof. Buyer’s failure to do so shall be credited a material breach of the Addendum. Seller shall not be required to keep the Deposit separate from its general accounts. If ▇▇▇▇▇ performs all of ▇▇▇▇▇’s obligations hereunder, the Deposit, or so much thereof as has not theretofore been applied to Seller, shall be returned, without payment of interest or other increment for its use, to Buyer upon completion of Buyer’s account obligations hereunder to Seller’s reasonable satisfaction. No trust relationship is created herein between Seller and deemed Buyer with respect to be the Deposit. The Deposit is not part of the Deposit. In the event ▇▇▇▇▇▇▇ Money and no provisions of the consummation of Purchase Agreement or Addendum relating to the purchase and sale of the Property as contemplated hereunder, ▇▇▇▇▇▇▇ Money shall be applicable to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Dateunless expressly stated otherwise. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).#2514191 v.3 _____

Deposit. Within one (1a) business day following Prior to the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Purchaser has delivered to Commonwealth Land Title Insurance Company, as escrow agent (in such capacity, the "Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”Agent"), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) by federal wire transfer of funds, to be held by Escrow Agent, in escrow, in a federally insured interest-bearing account at a financial institution designated by Purchaser (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon"Escrow Account"). As used herein, the “term "Deposit”)" shall include the initial cash deposit and any accrued interest in the Escrow Account. Escrow Holder Such Deposit shall deposit the Deposit in a be deemed non-commingled trust account refundable and shall invest forfeited and paid to Seller except in the express circumstances described herein. (b) The Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be by Seller in favor of Purchaser as part of the DepositPurchase Price upon Settlement or delivered to Purchaser or Seller as is specifically set forth in this Agreement. (c) If this escrow shall be involved in any litigation or controversy, the parties hereto shall severally hold the Escrow Agent free and harmless against any cost or expense that may be suffered by it by reason of such litigation or controversy, other than due to its negligence or malfeasance. All such costs and expenses shall be paid by the party who does not prevail in such litigation. In addition, the party who prevails shall be indemnified against any cost or expense, including reasonable attorneys' fees (both at trial and on appeal), and replacement of any depletion in the escrow funds, if such funds are ultimately to be paid to the prevailing party. This provision shall survive any termination of this Agreement. (d) In the event conflicting demands are made, or notices served, upon the Escrow Agent with respect to this escrow, the Escrow Agent shall have, without limitation, the following rights and obligations: (i) Withhold and stop all further proceedings in, and performance of this escrow for a reasonable period of time to permit resolution; or (ii) File a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights amongst themselves. In the event such interpleader suit is brought, and the escrow funds paid and/or delivered into court, the Escrow Agent shall ipso facto be fully released and discharged from all obligations to perform any and all duties or obligations relative to such funds which are imposed upon it by this Agreement. (iii) The Escrow Agent, in its capacity as escrow agent, is not to be held liable for the sufficiency or correctness of the consummation form, manner of execution or validity of any instrument that might be deposited into the escrow, nor as to the identity, authority or rights of any person executing the same, nor the failure of any other party to comply with any provisions of any agreement, contract or other instrument filed herein, and its duties hereunder shall be limited to the safekeeping of the purchase money, instruments, or other documents received by it, and sale for the disposition of the Property as contemplated hereundersame in accordance with the provisions of this Agreement, and for the Deposit shall be paid discharge of its obligations specified in this Section. (iv) Prior to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale earlier of the Property is not consummated because of (a) a Seller default, (b) Settlement or the termination of this Agreement by Buyer in accordance with any its terms, neither party shall have the right to so terminate provided hereinwithdraw any instruments or monies deposited by them with the Escrow Agent, (c) the failure of any of Buyer’s Closing Conditions (except as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)herein specifically provided.

Deposit. (a) Within one two (12) business day following Business Days after the mutual Effective Date and execution and exchange of this Agreementthe Joint Escrow Instructions by the Parties, Buyer shall deposit into Escrow (as defined below) the amount of Seven One Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued earned thereon, the “Deposit”) with Nevada Title Company, 3▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway, Suite 120, Las Vegas, Nevada 89169, as the escrow agent of the Parties and issuing agent of the Title Insurer (the “Escrow Agent”). The Escrow Holder Agent shall deposit place any and all funds deposited into escrow into an interest bearing account or accounts insured by the federal government or obligations issued or guaranteed by the federal government or its agencies or instrumentalities as mutually agreed by Seller and Buyer. Upon the Closing, the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and shall be promptly released by the Escrow Agent to Buyer’s account Seller pursuant to the terms hereof. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 9.2(c), and deemed thereafter shall be promptly released by the Escrow Agent to be part Buyer or Seller, as applicable, pursuant to Section 9.2(c). (b) Concurrently with the execution of this Agreement, Seller and Buyer agree to execute escrow instructions to the Escrow Agent in the form of the DepositJoint Escrow Instructions marked “Exhibit J”, affixed hereto and by this reference incorporated herein and made a part hereof (the “Joint Escrow Instructions”). On or before the Closing Date, Buyer and Seller agree to execute such supplemental escrow instructions to Escrow Agent as may be reasonably necessary or required by the Escrow Agent in order to consummate the purchase and sale transaction contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement; provided, that such supplemental escrow instructions are consistent with the terms of this Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, absent an express written agreement between the Parties hereto to the contrary which acknowledges this Section 3.3(b). (c) All fees of the purchase and sale of the Property as contemplated hereunder, Escrow Agent or otherwise related to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement borne equally by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. Within one (1a) business day following As an inducement for, and in partial consideration of the mutual execution time and exchange expense of Seller in negotiating and executing this Agreement, Buyer shall (and Buyer Parent shall cause Buyer to) deposit into with the Escrow Agent by no later than 4:00 pm (as defined belowHong Kong time) on the second (2nd) business day after the date of this Agreement the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars [* * *] US dollars ($7,143.00US$[* * *]) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”), which shall satisfy the requirements for, and function as, a good faith deposit and shall be held in the Escrow Account pending the Closing in accordance with the terms of the Escrow Agreement. At the Closing, Buyer Parent, Buyer and Seller shall cause the Deposit, including any interest thereon net of any fees and Taxes (as adjusted, the “Deposit Amount”) to be released and paid from the Escrow Holder shall deposit Account to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller and the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Initial Up-Front Purchase Price. (b) If this Agreement is duly terminated pursuant to Buyer’s account Section 7.1(d) or Section 7.1(f) (other than in the circumstances set forth in Section 7.3), Buyer Parent, Buyer and deemed Seller shall cause the Deposit Amount to be part immediately released from the Escrow Account and paid by the Escrow Agent to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller, and Buyer shall have no rights with respect to the DepositDeposit Amount whatsoever. In the event this Agreement is duly terminated (x) for any reason other than as set out in Section 7.1(d) or Section 7.1(f) or (y) in the circumstances set forth in Section 7.3, Buyer Parent, Buyer and Seller shall cause the Deposit Amount to be withdrawn from the Escrow Account and paid by the Escrow Agent to Buyer by wire transfer of immediately available funds to an account or accounts designated by Buyer, and Seller shall have no rights with respect to the Deposit Amount whatsoever. The payment of the consummation of Deposit to Seller or Buyer shall not be deemed to be a liquidated damages payment, and shall not be the purchase and sale of the Property as contemplated hereundersole remedy, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a for any breach by Buyer Parent, Buyer or Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, Agreement. (c) Without limiting the failure provisions of this Section 2.7, the Parties agree to execute any joint payment instructions and verbally confirm any such instructions to the Escrow Agent as required to give effect to the provisions of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 2.7.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago with Commonwealth Land Title Insurance Company (“"Escrow Holder”). Unless this Agreement shall have been terminated pursuant to Agent") the provisions hereof prior thereto, no later than three (3) business days after the expiration sum of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of Seventy-One Hundred Thousand and No/100 Dollars ($100,00071,000.00) by check as earn▇▇▇ ▇▇▇ey, payable within five (5) business days after the “Additional Effective Date. Such sum, together with any interest earned thereon, is hereinafter referred to as the "Deposit”". If requested by Purchaser, the Escrow Agent shall, if possible, invest such sum in an interest bearing obligation of a national bank in the area in which the Property or Escrow Agent is located. The Deposit shall be retained or refunded, as the case may be, in accordance with the terms of this Agreement and shall be delivered to Seller and applied as a credit against the Purchase Price at Closing. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. The Escrow Agent is hereby specifically authorized to refuse to act except upon the written consent of Seller and Purchaser. Seller and Purchaser hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof. In the event of a dispute between Seller and Purchaser sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in such court as the Initial Deposit Escrow Agent shall determine to have jurisdiction thereof. Seller and Purchaser shall bear all interest accrued thereon, the “Deposit”)costs and expenses of any such legal proceedings. Purchaser and Seller agree to make such changes to this Agreement as may reasonably be required by Escrow Holder shall deposit Agent and also to execute and deliver to Escrow Agent such documentation as Escrow Agent may reasonably require in connection with its holding of the Deposit hereunder and serving in a non-commingled trust its capacity as Escrow Agent, such as IRS and bank account forms and shall invest reports, and for such purposes the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited considered the property of Purchaser until such time as Escrow Agent disburses the Deposit to Buyer’s account any party other than Purchaser. The preceding sentence shall not change in any way the other provisions in this Agreement concerning Escrow Agent's holding and deemed to be part of disbursing the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of that Purchaser terminates this Agreement by Buyer for any reason in accordance with any right the terms of this Agreement, Escrow Agent is hereby directed by Purchaser and Seller to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then promptly refund the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer shall Purchaser is depositing as a good faith deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 2.5 million (the “Initial "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 a wire transfer payable to Chicago Title Insurance Company EXHIBIT A attached hereto (“the "Deposit Escrow Holder”Agreement"). Unless this Agreement shall have been terminated pursuant to If the provisions hereof prior theretoClosing occurs, no later than three (3) business days after then the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, earnings on the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Sellers in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” each Seller's Ownership Percentage (as defined herein) 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 Shares. If the Sellers terminate this Agreement in accordance with the provisions of Section 12.02(d), and at the time of such termination none of the Sellers nor the Company is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement and the conditions set forth in Sections 7.04 and 7.06 shall have been satisfied, then Sellers shall be entitled to the Deposit as liquidated damages (the "Liquidated Damages Amount"), which Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Sellers would sustain as a result of such termination. Notwithstanding anything else set forth in this Section 2.02, Sellers' sole and exclusive recourse in the event Sellers terminate this Agreement in accordance with the provisions of Section 12.02(d), including as a result of Purchaser's breach of its representations or obligations under this Agreement prior to Closing, shall be to receive the Deposit. In any other case if the Closing does not occur, then, pursuant to the Deposit Escrow Agreement, the Deposit and all earnings thereon shall be paid to Purchaser. All payments by the Deposit Escrow Agent shall be made in accordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

Deposit. Within one (1) business day following On the mutual execution and exchange Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer in the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Ten Million Dollars ($7,143.0010,000,000) (the “"Initial Deposit”"), in the form of as a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)good faith deposit. Unless If this Agreement shall have has not been terminated pursuant to the provisions hereof prior theretoSection 2.7, no later than three (3) business days after the expiration Purchaser shall deliver to Escrow Agent a wire transfer for an additional deposit of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Ten Million Dollars ($100,00010,000,000) (the “"Additional Deposit”") in accordance with the last paragraph of Section 2.7. The Initial Deposit, and together with the Initial Additional Deposit when and if made, is and all interest earned on the deposited funds while in Escrow, shall comprise the "Deposit". The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Sellers' Representative and Purchaser at money market rates, or in such other investments as shall be approved in writing by Sellers' Representative and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued thereon, the “Deposit”). Escrow Holder shall deposit interest or other earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be either (i) applied at Closing against the Adjusted Purchase Price, (ii) returned to Purchaser pursuant hereto, or (iii) paid to Existing Owner Sellers pursuant hereto (pro rata based upon their Percentage Shares). If Purchaser fails to timely deliver the Deposit to Escrow Agent under this Agreement, at any time prior to such delivery Sellers' Representative, on behalf of Sellers and credited against as their sole remedy, may terminate this Agreement upon written notice to Purchaser. Upon Escrow Agent's receipt of any notice from Sellers' Representative or Purchaser directing the Purchase Price on the Closing Date. In the event the sale disposition of the Property Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to Sellers' Representative and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Sellers' Representative nor Purchaser provide a written notice to Escrow Agent objecting to such proposed delivery within two (2) Business Days thereafter. If neither Sellers' Representative nor Purchaser provides such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall deliver the Deposit as so directed. If either Sellers' Representative or Purchaser provide such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall (i) hold the Deposit until it is not consummated because instructed by a joint written statement of (a) a Seller defaultSellers' Representative and Purchaser as to the disposition of the Deposit, (bii) pay the Deposit into the registry of the court in connection with an interpleader filed pursuant to Section 12.10, or (iii) pay the Deposit in accordance with a final nonappealable judgment of a court ordering the disposition of the Deposit. Subject to the foregoing, if any provision contained in this Agreement requires the Deposit to be returned to Purchaser, the Escrow Agent shall return the Deposit to Purchaser if and only after Purchaser and its Affiliates shall have paid to Sellers and Owner all amounts then owing to Sellers or any Acquired Entity under the Inspection Agreement or pursuant to any provisions contained in this Agreement which survive a termination of this Agreement. Within two (2) Business Days after receiving notice from Purchaser that this Agreement by Buyer in accordance with any requires the Deposit to be returned to Purchaser, unless Sellers' Representative is contesting Purchaser's right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , Sellers' Representative shall also notify Purchaser of all reasonable amounts believed to be deemed owed to include a Sellers or any Acquired Entity pursuant to the preceding sentence, together with invoices or other written evidence thereof. Upon Purchaser's payment of such amounts or deposit with Escrow Agent of cash in an amount equal to the portion thereof which Purchaser is investigating or disputing (or instructions to withhold such amount from the Deposit), Escrow Agent shall return the Deposit to Purchaser (less such withheld amounts, if any). If Purchaser deposits cash with Escrow Agent in respect of the “Deposit” under foregoing amounts, Escrow Agent will hold such cash until it is instructed by a joint written statement of Sellers' Representative and Purchaser or the “Other Property Purchase Agreements” (final non-appealable judgment of a court as defined herein)to the disposition of such cash.

Deposit. Within one (1a) business day following Concurrently with the mutual execution of this Agreement by Buyer and exchange Seller, Buyer shall establish with the Escrow Agent an interest-bearing joint order escrow account (the “Escrow Account”) and shall deposit with the Escrow Agent a performance guarantee deposit in the amount of $5,000,000 (the “Deposit”) pursuant to an escrow agreement (the “Escrow Agreement”), the form of which has been agreed by the Parties and the Escrow Agent on or prior to the execution of this Agreement. Interest accruing on the Deposit shall become part of the Deposit for all purposes under this Agreement. If the Closing occurs, the Deposit shall be delivered to Seller by wire transfer of immediately available funds to the account set forth on Schedule 3.5. (b) If (i) Seller terminates 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 representations or warranties of Buyer set forth herein or any covenants of Buyer contained in this Agreement 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, Seller has not breached in any material respect any representations or warranties of Seller set forth herein or any covenants of Seller contained in this Agreement which are to be performed or observed at or prior to the Closing (including Seller’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.3), then the Parties shall deposit into execute Joint Written Instructions instructing the Escrow Agent to release the Deposit to Seller as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller 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 Seller acknowledge and agree that (as defined belowx) Seller’s actual Damages upon the event of such a termination are difficult to ascertain with any certainty, (y) the amount Deposit is a reasonable estimate by the Parties of Seven Thousand One Hundred Forty Three such actual Damages and No/100 Dollars ($7,143.00z) such liquidated damages do not constitute a penalty. (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless c) If this Agreement shall have been is terminated in accordance with Section 9.1 and Seller is not entitled to receipt of the Deposit pursuant to the provisions hereof prior theretoterms set forth in Section 3.3(b), then the Parties shall promptly, but in no event later than three (3) business days Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right Agreement, execute Joint Written Instructions instructing the Escrow Agent to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then release the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by via wire transfer of immediately available funds to such account(s) as Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references nominates in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)writing.

Deposit. Within one (1) On or before the second business day following the mutual ------- execution and exchange of this AgreementAgreement by both Buyer and Seller, Buyer shall deposit into Escrow (as defined below) the amount Deposit of Seven Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.007,500,000) (the “Initial Deposit”)with Escrow Agent by confirmed wire transfer of U.S. funds or by an irrevocable, unconditional letter of credit drawn upon Bank One Texas, N.A., in the form favor of a wire transfer payable and reasonably satisfactory to Chicago Title Insurance Company (“Seller, Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit promptly upon the replacement of the letter of credit with cash as provided below in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer account and reasonably acceptable to Existing Owner and all interest accruing thereon shall be credited to Buyer’s account and deemed to be become a part of the Deposit. In All interest accruing on the event Deposit shall accrue for the account of Buyer and shall be applied against the Purchase Price at Closing, unless the Deposit is paid to Seller or returned to Buyer in accordance with the provisions of the consummation Agreement, in which event all interest earned thereon shall also be paid to Seller or Buyer, as the case may be. If at or prior to the expiration of the purchase Due Diligence Period or the Extended Due Diligence Period, as the case may be, Buyer does not provide Seller with written notice of its election to proceed with Closing as provided herein, then Escrow Agent shall immediately cause the Deposit to be returned to Buyer and sale this Agreement shall be considered terminated. If at or prior to the end of the Property Due Diligence Period or the extended Due Diligence Period, as contemplated hereunderthe case may be, Buyer delivers to Seller written notice of its intention to proceed to Closing, Buyer shall also immediately replace said letter of credit with wire transferred US funds, in the amount of $7,500,000, failing which, this Agreement shall terminate and Escrow Agent shall immediately cause the Deposit to be returned to Buyer. Except as otherwise provided to the contrary in this Agreement, the Deposit shall be paid become nonrefundable upon Buyer's election to Existing Owner and credited against proceed with Closing at or prior to the Purchase Price on the Closing Date. In the event the sale expiration of the Property is not consummated because of (a) a Seller defaultDue Diligence Period or Extended Due Diligence Period as the case may be, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default evidenced by Buyer's written notice to Seller and, then if applicable, the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return conversion of the Deposit” shall also be deemed above described letter of credit to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereincash).

Deposit. (a) Within one (1) business day following 3 Business Days of the mutual execution and exchange of this AgreementEffective Date, Buyer the Purchaser shall deposit into deliver to the Escrow (as defined below) Agent the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)1,000,000, to be held in the form of a wire transfer payable to Chicago Title Insurance Company Escrow Agent’s IOLTA Attorneys Trust Account (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Transaction shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderconsummated, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on Purchaser’s obligations at the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultas set forth in Section 4.5, (b) the termination of and if this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) shall be terminated and the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerTransaction abandoned, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for applied as set forth in Section 8.2. (b) By its execution of a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in counterpart of this Agreement or other signed agreement among Escrow Agent, the Seller, and the Purchaser, the Escrow Agent hereby accepts its designation as the escrow agent with respect to a “return the Deposit, acknowledges receipt of the Deposit” , subject to collection, and agrees to hold, invest and disburse the same as herein provided. The Escrow Agent shall also not be deemed liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any Party; provided, however, that if any notice or correspondence is not executed by both the Purchaser and the Seller, the Escrow Agent shall give to include the Purchaser or the Seller, as the case may be, copies of any notice or correspondence received from the other and shall not take any actions with regard thereto for 5 Business Days following the giving of such notice. (c) In the event of a return disagreement between the Seller and the Purchaser as to the proper disbursement of the “Deposit” under , the Escrow Agent reserves the right to deposit said funds into the Registry of the Clerk of Court of Coweta County, Georgia (the “Other Property Purchase Agreements” Court Registry”), by filing an interpleader action and Escrow Agent shall thereupon be discharged from the liability hereunder and shall be entitled to reimbursement from the Seller and the Purchaser for all attorney’s fees incurred and court costs expended in connection therewith. The parties acknowledge that the Escrow Agent is also the Purchaser’s attorney with respect to this Transaction and that, in the event an interpleader action is filed with respect to the Escrow Deposit, the Escrow Agent may continue to represent the Seller in such action or in any other action against the Seller with respect to this Agreement. (d) The Seller and the Purchaser hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses which may be incurred by the Escrow Agent in connection with its acceptance of this appointment or the performance of its duties hereunder; provided, however, that if the Escrow Agent shall be found guilty of willful default or action, or gross negligence, then, in such event, the Escrow Agent shall bear all such losses, claims, damages, liabilities and expenses. In the event the Escrow Agent places the Deposit in the Court Registry, upon the delivery of same to the prevailing party, whether by court order or otherwise, the non-prevailing party shall (i) pay to the prevailing party at the time of such delivery, interest on said monies at the publicly announced prime rate of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, as defined such rate may change from time to time, said interest to run from the date of deposit into the Court Registry until delivery of same to the prevailing party, and (ii) notwithstanding any contrary provision contained herein), pay to the Escrow Agent all monies necessary to reimburse the Escrow Agent for any losses, claims, damages, liabilities and expenses incurred by the Escrow Agent in connection with its appointment as the Escrow Agent or the performance of its duties hereunder.

Deposit. Within one (1) On or before 5:00 p.m. Pacific Standard Time on the date which is two business day following days after the mutual date of full execution and exchange of this Agreement, Buyer shall deposit into Escrow deliver to First American Title Company (as defined below) “Title Company”), at its address indicated in Section 12D, by wire transfer immediately available federal funds, the amount of Seven Thousand One Hundred Forty Three and No/100 Thousand Dollars ($7,143.00) (100,000.00), which amount, together with the interest earned on such amount while in Title Company’s possession, is referred to in this Agreement as the “Initial Deposit”.” If this Agreement is not terminated under Section 5 or Section 6A(2), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after then concurrently with the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other deliver by wire transfer immediately available federal funds in the amount of One Four Hundred Thousand and No/100 Dollars ($100,000400,000.00) (the “Additional Deposit”) to Title Company. If such Additional Deposit is not delivered for any reason within such period, then this Agreement shall automatically terminate, whereupon, Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which expressly survive such termination), and together with the Initial Deposit shall be refunded to Buyer. The Initial Deposit, and if delivered, the Additional Deposit, together with all interest accrued earned thereon, are collectively referred to as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of the Additional Deposit to Title Company, Title Company will immediately disburse the Deposit to Seller. (2) The amounts deposited hereunder until disbursed to Seller pursuant to Section 4(A)(1) above shall be held by the Title Company as a deposit against the Purchase Price in a non-commingled trust account accordance with the terms and shall invest provisions of this Agreement. At all times that the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed is being held by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderTitle Company, the Deposit shall be paid to Existing Owner and credited against invested by the Purchase Price on Title Company in the Closing Date. In the event the sale of the Property is not consummated because of following investments: (ai) a Seller defaultUnited States Treasury obligations, (bii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. Subject to the termination terms of this Agreement by Buyer in accordance with Agreement, any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest accrued on the Deposit shall be immediately accrue for the benefit of Buyer, and automatically paid over Buyer shall provide to Buyer without Title Company customary forms relating to the need for reporting of any further action by either Party hereto. The sole remedy for a failure by Buyer associated income. (3) Title Company is authorized and directed to make pay the Initial Deposit or to the Additional party entitled to receive the Deposit as and when required hereunder shall be for Seller to terminate under the terms of this Agreement. All references in this Agreement Seller or Buyer, as appropriate, shall deliver a letter of instruction to a “return Title Company directing the disbursement of the Deposit” shall also be deemed Deposit to include the party entitled to receive the Deposit promptly upon receipt of a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)demand from that party.

Deposit. Within one (1a) business day following Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) established with ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C. (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) an interest-bearing joint escrow account (the “Additional DepositDeposit Escrow Account”, ) and together deposited with the Initial Deposit and all interest accrued thereon, Escrow Agent the sum of $4,015,991 (the “Deposit”), pursuant to an escrow agreement (the “Deposit Escrow Agreement”), the form of which has been agreed to by the parties and the Escrow Agent on or prior to the execution of this Agreement. Escrow Holder shall deposit Interest accruing on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against applied toward the Adjusted Purchase Price on at Closing as provided under Section 9.3(d). If Closing does not occur, the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Deposit shall be released as provided in this Section 3.2 and Section 14.2. (b) If (i) all conditions precedent to the termination obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the transactions contemplated by this Agreement by are not consummated on or before the Closing Date because of: (A) the failure of Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as defined belowof the Closing, then, in such event, Seller shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(a), and the Deposit shall be released to the Seller from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Buyer, or (2) seek specific performance; provided, however, Seller’s election of such remedy shall be the same remedy election made by each seller under the Fund Purchase and Sale Agreements. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Seller’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (c) If (i) all conditions precedent to the obligations of Seller set forth in Article VIII (other than those actions or deliveries to occur at Closing) have been met or waived by Seller, and (ii) the transactions contemplated by this Agreement are not consummated because of: (A) the failure of Seller to materially perform any of its obligations hereunder, or (B) the failure of any of Seller’s representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as of Closing, then, in such event, Buyer shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(b), and the Deposit shall be released to the Buyer from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Seller, or (2) seek specific performance. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Buyer’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (d) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(b) or Section 3.2(c), then the Deposit shall be immediately and automatically paid over released to the Buyer without from the need for Deposit Escrow Account in accordance with the Deposit Escrow Agreement, free of any further action claims by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)with respect thereto.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange delivery of this AgreementAgreement by the parties hereto, Buyer shall will deposit into Escrow (as defined below) the amount of Seven Seven-Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00750,000) (together with any interest accrued on such amount, the “Escrow Deposit”) into an account (the “Initial DepositEscrow Account”)) to be established with ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. (“Escrow Agent”) pursuant to an escrow agreement in the form of a wire transfer payable to Chicago Title Insurance Company Exhibit A hereto (the “Escrow HolderAgreement”). Unless Once deposited, the Escrow Deposit will be disbursed as follows: (a) Except as provided in Section 2.2.1(b), on the earlier of (x) the Closing Date or (y) the date on which this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)is terminated, Buyer and Granite shall deposit with jointly execute and deliver to Escrow Holder additional cash Agent written instructions to deliver the entire Escrow Deposit to Buyer or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed designee; and (b) If Buyer fails to be part of the Deposit. In the event of the consummation of consummate the purchase and sale of the Property Broadcasting Assets as contemplated hereunderby this Agreement under circumstances that would constitute a material breach of this Agreement (including without limitation a willful failure by Buyer to consummate the transactions contemplated hereby) and Sellers are not then in breach of their representations, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultwarranties or covenants hereunder in any material respect, (b) the then, upon Sellers’ termination of this Agreement by Buyer in accordance with any right Section 16.1.4, Buyer and Granite shall jointly execute and deliver to so terminate Escrow Agent written instructions to deliver the entire Escrow Deposit to WDWB and WDWB Licensee, in the aggregate. The parties acknowledge and agree by initialing this agreement in the spaces provided herein[Buyer’s Initials DP, (c) Granite’s Initials LW, WDWB’s Initials LW and WDWB Licensee’s Initials LW], that the failure of any actual damages that Sellers would suffer as a result of Buyer’s Closing Conditions (as defined below) failure to occur or (d) any other reason other than a default by Buyer, then consummate the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).purchase and

Deposit. Within one (1) business day following 3.1 Immediately after the mutual execution and exchange of this Agreement, Buyer shall the Purchaser will pay a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) EUR7,500,000 (the “Additional Deposit”) to ABN AMRO Bank N.V., trading as ABN AMRO Escrow & Settlement, which will act as escrow agent (the Escrow Agent). 3.2 The Deposit shall be held in (and together where applicable, released from) the Escrow Agent's escrow account (the Escrow Account) in accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part terms of the DepositEscrow Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderUpon Completion, the Deposit shall be deemed to have been paid to Existing Owner and credited against as part of the Purchase Price and, following Completion, the amount of the Deposit shall continue to be held in the Escrow Account for the purposes specified in clause 15. 3.3 Where the Condition is not fulfilled on or before the Closing Date. Long Stop Date as a result of the Purchaser failing to use its reasonable efforts in accordance with clause 5.2 and/or clause 5.5 where the Sellers have complied with their obligations pursuant to clause 5.3, or if Completion does not occur as a result of the Purchaser breaching any of its other material obligations under this Agreement (including payment of the Purchase Price in accordance with clause 7.2 and the obligations of the Purchaser as referred to in clause 7.4), and the Purchaser or the Sellers elect to terminate this Agreement in accordance with clause 5.7, then the Purchaser shall forfeit the Deposit. 3.4 In the event that the sale Deposit is forfeited as provided for in clause 3.3, the Purchaser shall, within five (5) Business Days of the Property is not consummated because date of termination, instruct the Escrow Agent to promptly release the Deposit (aplus any interest accrued over the amount of the Deposit while held in the Escrow Account) a Seller default, (b) from the Escrow Account to the Company. The Sellers agree that the payment to the Company of the Deposit shall be in full and final settlement of any and all claims that the Sellers or the Company may have against the Purchaser or any other member of the Purchaser’s Group in connection with the termination of this Agreement for the reason referred to in the first sentence of this clause 3.3. Accordingly, the Sellers hereby irrevocably waive their respective rights to claim any damages or further compensation (in excess of the Deposit) from the Purchaser or any member of the Purchaser’s Group in relation to the termination of this Agreement for the matters referred to in the first sentence of this clause 3.4. 3.5 In the event that Completion does not occur on or before the Long Stop Date for a reason other than as referred to in clause 3.3 and the Agreement is terminated by Buyer either the Sellers or the Purchaser in accordance with clause 5.7, the Sellers' Representative (on behalf of the Sellers) and the Purchaser shall within five (5) Business Days of the date of termination instruct the Escrow Agent to return the Deposit (plus any right to so terminate provided herein, (c) interest accrued over the failure amount of any of Buyer’s Closing Conditions (as defined belowthe Deposit while held in the Escrow Account) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1) business day following The Parties hereto acknowledge that the mutual execution and exchange Purchaser has deposited with the Escrow Holder the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 250,000 in cash (the “Initial Cash Deposit”)) and the Parties and the Escrow Holder have signed the Deposit Escrow Agreement. In addition, the Vendors acknowledge receipt of an unsecured promissory note of PAE, with a maturity date of December 31, 2007, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the principal amount of One Hundred Thousand and No/100 Dollars ($100,000) 250,000 (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “DepositNote”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of Transaction is consummated by the Property is not consummated because of Parties pursuant to the terms hereof, (a) the Cash Deposit shall be applied against the Purchase Price and the Parties shall execute a Seller defaultjoint written direction in the form attached as Schedule “D” to the Deposit Escrow Agreement instructing the Escrow Holder to pay the Cash Deposit to the Vendors on the Closing Date in proportion to the Vendors’ respective membership interests in the Company as set out on Schedule 1.1, and pay any interest accrued on the Cash Deposit to the Purchaser and (b) the termination Deposit Note shall be tabled for Closing and cancelled. In the event that Purchaser does not consummate the Transaction on the Closing Date for any reason other than failure of this Agreement by Buyer the Vendors to satisfy any of the conditions precedent in accordance with any right Section 6.1 at or prior to so terminate provided hereinthe Closing Date, then (c) the failure of any of Buyer’s Closing Conditions (Parties shall execute a joint written direction in the form attached as defined below) Schedule “C” to occur or the Deposit Escrow Agreement instructing the Escrow Holder to pay the Cash Deposit to the Vendors as contemplated by the Deposit Escrow Agreement, and (d) any other reason other than a default by Buyer, then the Vendors shall retain the Deposit Note, as liquidated damages. The entitlement of the Vendors to retain the Deposit in such circumstances shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretosole remedy that the Vendors shall have against the Purchaser in respect of the non-completion of the acquisition of the Purchased Securities. The sole remedy for Purchaser and the Vendors acknowledge that the Deposit represents a genuine pre-estimate of damages which the Vendor would suffer on the Purchaser’s default and that the Deposit is not a penalty. If the Purchaser does not consummate the acquisition of the Purchased Securities owing solely to the failure by Buyer of the Vendors to make satisfy any one or more of the Initial conditions precedent listed in Section 6.1 at or prior to the Closing Date then (e) the Parties shall execute a joint written direction in the form attached as Schedule “B” to the Deposit or Escrow Agreement instructing the Additional Escrow Holder to pay the Cash Deposit as and when required hereunder any interest thereon to the Purchaser, and (f) the Deposit Note shall be for Seller returned by the Vendors to terminate this Agreement. All references in this Agreement to a “return of the Deposit” Purchaser and shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)cancelled.

Deposit. Within one (1) business day following 2.1 Buyer shall, upon the mutual execution and exchange delivery of this Agreement, deposit with Escrow Agent, by wire transfer of immediately available funds, the Primary Escrow Amount to be held by Escrow Agent pursuant to the terms of this Agreement. The Primary Escrow Amount, together with all products and proceeds thereof (including all interest, gains and other income earned with respect thereto), shall be known collectively as the “Primary Escrow Funds.” Escrow Agent shall not disburse or release the Primary Escrow Funds except in accordance with the express terms and conditions of this Agreement. 2.2 Buyer shall shall, upon the execution and delivery of this Agreement, deposit into with Escrow (as defined below) the Agent, by wire transfer of immediately available funds, an aggregate amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (equal to $7,143.00) 15,000,000 (the “Initial DepositSecondary Escrow Amount”), in the form of a wire transfer payable ) to Chicago Title Insurance Company (“be held by Escrow Holder”). Unless this Agreement shall have been terminated Agent pursuant to the provisions hereof prior theretoterms of this Agreement for the sole and exclusive benefit of and access and recourse by Representative, no later than three (3) business days after the expiration acting on behalf of the “Due Diligence Period” Sellers, to help effectuate the Contribution Agreement. The Secondary Escrow Amount, together with all products and proceeds thereof (as hereinafter definedincluding all interest, gains and other income earned with respect thereto), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (be known collectively as the “Additional Deposit”Secondary Escrow Funds.” Escrow Agent shall not disburse or release the Secondary Escrow Funds except in accordance with the express terms and conditions of this Agreement. For the avoidance of doubt, and together with notwithstanding any provision of this Agreement to the Initial Deposit contrary, neither Buyer nor any Buyer Indemnified Person shall have any right, interest, recourse or claim of whatsoever kind in, to or against the Secondary Escrow Account, the Secondary Escrow Amount or any Secondary Escrow Funds, except pursuant to the direction of the Representative. The Primary Escrow Funds and all interest accrued thereon, the Secondary Escrow Funds shall be known collectively as the “Deposit.”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow with Chicago Title Insurance Company, having its office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇, (as defined belowthe “Title Company”) in immediately available funds the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 30,000.00 (the “Initial Deposit”), . The Initial Deposit shall be held in the form of a wire transfer payable an interest bearing account approved by Purchaser and Seller. The Initial Deposit shall be refundable to Chicago Title Insurance Company (“Escrow Holder”). Unless Purchaser if Purchaser terminates this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no Sections 2 or 3. (b) No later than three (3) business days after the expiration of the “Due Diligence Period” later of the Title Inspection Period (as hereinafter defined) and the Inspection Period (as hereinafter defined) (such later date, the “Approval Date”), Buyer Purchaser shall deposit into Escrow with Escrow Holder the Title Company, the additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000) 100,000.00 (the “Additional Deposit”) by certified check, and together with federal wire transfer or other immediately available funds. The Initial Deposit, the Initial Additional Deposit and all interest accrued thereon, earned on such amounts are referred to collectively as the “Deposit”). Escrow Holder . (c) The failure of Purchaser to timely deliver any Deposit when due hereunder shall be a material default, and shall entitle Seller, at Seller’s sole option, to terminate this Agreement immediately. (d) Upon Purchaser’s deposit of the Additional Deposit, the Deposit in a shall become non-commingled trust account and refundable; provided however, that the Deposit shall invest be refundable to Purchaser if this Agreement is terminated pursuant to a specific provision of this Agreement which provides that the Deposit is to be returned to Purchaser under such circumstances. (a) The Title Company shall hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms and conditions of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” interest on such sum shall also be deemed to include a return income of Purchaser, and Purchaser shall be responsible for the “Deposit” under payment of all costs and fees imposed on the “Other Property Purchase Agreements” (as defined herein)Deposit account. The Deposit and all accrued interest shall be applied or distributed in accordance with the terms of this Agreement.

Deposit. Within one (1) business day following Purchaser, Seller and the mutual execution Escrow Agent will execute an escrow agreement in form reasonably satisfactory to Purchaser and exchange of this Agreement, Buyer shall deposit into Escrow (Seller to be attached hereto as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) Exhibit D (the “Initial DepositEscrow Agreement”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration which Purchaser shall promptly upon entry of the “Due Diligence Period” Bidding Procedures Order deposit $2,000,000 (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit ) in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed escrow account held by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent. In At the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing Date, the Deposit shall be paid to Existing Owner and credited against Seller as part of the Purchase Price on in accordance with the Closing Date. In Escrow Agreement and this Agreement; provided, however: (i) If the event Agreement is terminated solely as a result of a material breach by Purchaser of its obligations under this Agreement (and Seller has not materially breached any of its obligations under this Agreement), the sale of the Property is not consummated because of (a) a Seller defaultEscrow Agent shall, (b) promptly after the termination of this Agreement by Buyer in accordance with Agreement, pay the Deposit (less any right fees and expenses owed to so terminate provided hereinthe Escrow Agent), (c) to Seller pursuant to the failure terms of any the Escrow Agreement. Seller’s receipt of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately liquidated damages for, and automatically paid over in full settlement and satisfaction of, any damages of any kind that Seller may suffer as a result of a breach by Purchaser of its obligations hereunder prior to Buyer without Closing and shall be Seller’s sole and exclusive remedy for Purchaser’s breach of its obligations hereunder prior to Closing. (ii) If the need Agreement is terminated for any further action reason other than as a result of a material breach by either Party heretoPurchaser of its obligations under this Agreement, the Escrow Agent shall, promptly after the termination of this Agreement, pay the Deposit (less any fees and expenses owed to the Escrow Agent), to Purchaser pursuant to the terms of the Escrow Agreement. The Purchaser’s receipt of the Deposit and the Termination Fee or the Expense Reimbursement Amount immediately upon termination shall be Purchaser’s sole and exclusive remedy for any damages of any kind that Purchaser may suffer as a failure by Buyer to make result of the Initial Deposit or Closing not being consummated with Purchaser as the Additional Deposit as and when required hereunder shall be for Seller to terminate buyer in accordance with this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three Buyer, Seller and No/100 Dollars ($7,143.00) ▇▇▇▇▇ Fargo Bank N.A. (the “Initial DepositEscrow Agent”) have entered into an escrow agreement (the “Escrow Agreement”), in and Buyer has deposited into the form of a wire transfer payable to Chicago Title Insurance Company (“escrow account contemplated by the Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional DepositEscrow Account”, and together with ) an amount equal to ten percent (10%) of the Initial Deposit and all interest accrued thereon, Base Purchase Price (such amount being herein called the “Deposit”). The Deposit shall bear interest at the rate established by the Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositAgent. In the event of the consummation of transaction contemplated hereby is consummated in accordance with the purchase and sale of terms hereof, the Property as contemplated hereunderDeposit, plus the earned interest, shall be applied to the Purchase Price to be paid by Buyer at the Closing. In the event this Agreement is terminated by Buyer or Seller in accordance with Section 8.3, the Deposit shall be paid to Existing Owner and credited Buyer or Seller as provided therein. If the Deposit is paid to Buyer, or if Buyer receives credit for same against the Purchase Price on paid at Closing, such payment, or credit, shall be in the Closing Date. In the event the sale amount of the Property is not consummated because Deposit plus the amount of (a) a Seller defaultsuch earned interest. For federal income tax purposes, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest earned on the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure reported by Buyer to make or Seller in the Initial Deposit or manner set forth in the Additional Deposit as and when required hereunder shall be for Seller to terminate this Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)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.

Deposit. 2.1.1 Within one (1) business day Three Business Days following the mutual execution Effective Date, Sellers, Purchaser and exchange a duly authorized representative of this AgreementTitle Insurer (“Escrowee”) shall execute Deposit Escrow Instructions in the form attached hereto as Exhibit B (the “Deposit Escrow Instructions”) and concurrently therewith, Buyer Purchaser shall deposit into Escrow (as defined below) deliver to Escrowee e▇▇▇▇▇▇ money in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 2,579,527 (the “Initial Deposit”), subject to the terms of this Agreement. If Purchaser elects, in its sole and absolute discretion, to proceed with the form transactions contemplated by this Agreement, then, on or before 5:00 p.m., New York time, on the last day of the Due Diligence Period, Purchaser shall deliver to Escrowee a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available federal funds in the amount equal to the difference between (i) 10% of One Hundred Thousand the Purchase Price and No/100 Dollars (ii) $100,000) 2,579,527 (the “Additional Deposit”, and together with ). The term “Deposit” shall mean the Initial Deposit and all the Additional Deposit, if any, and shall include interest accrued earned thereon. The Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, the an “Allocated Deposit”). Escrow Holder shall deposit If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination terms of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerAgreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be immediately and automatically promptly paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1a) business day following Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) established with ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C. (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) an interest-bearing joint escrow account (the “Additional DepositDeposit Escrow Account”, ) and together deposited with the Initial Deposit and all interest accrued thereon, Escrow Agent the sum of $132,468 (the “Deposit”), pursuant to an escrow agreement (the “Deposit Escrow Agreement”), the form of which has been agreed to by the parties and the Escrow Agent on or prior to the execution of this Agreement. Escrow Holder shall deposit Interest accruing on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against applied toward the Adjusted Purchase Price on at Closing as provided under Section 9.3(d). If Closing does not occur, the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Deposit shall be released as provided in this Section 3.2 and Section 14.2. (b) If (i) all conditions precedent to the termination obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the transactions contemplated by this Agreement by are not consummated on or before the Closing Date because of: (A) the failure of Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as defined belowof the Closing, then, in such event, Seller shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(a), and the Deposit shall be released to the Seller from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Buyer, or (2) seek specific performance; provided, however, Seller’s election of such remedy shall be the same remedy election made by each seller under the Fund Purchase and Sale Agreements. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Seller’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (c) If (i) all conditions precedent to the obligations of Seller set forth in Article VIII (other than those actions or deliveries to occur at Closing) have been met or waived by Seller, and (ii) the transactions contemplated by this Agreement are not consummated because of: (A) the failure of Seller to materially perform any of its obligations hereunder, or (B) the failure of any of Seller’s representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as of Closing, then, in such event, Buyer shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(b), and the Deposit shall be released to the Buyer from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Seller, or (2) seek specific performance. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Buyer’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (d) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(b) or Section 3.2(c), then the Deposit shall be immediately and automatically paid over released to the Buyer without from the need for Deposit Escrow Account in accordance with the Deposit Escrow Agreement, free of any further action claims by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)with respect thereto.

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer shall will deposit into with the Escrow (as defined below) Agent the amount sum of Seven Thousand One Hundred Forty Three Million and No/100 00/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”)) to secure Buyer’s obligations under this Agreement, which Initial Deposit shall thereafter be non-refundable except as otherwise expressly set forth in the form of a wire transfer payable this Agreement. If Buyer does not provide notice to Chicago Title Insurance Company (“Escrow Holder”). Unless Seller terminating this Agreement shall have been terminated on or prior to the Due Diligence Expiration Date, as permitted pursuant to Section 5.3 hereof, Buyer shall, within one (1) Business Day following the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Expiration Date, Buyer shall deposit with the Escrow Holder additional cash or other immediately available funds in Agent the amount sum of One Hundred Thousand Million and No/100 00/100 Dollars ($100,0001,000,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Extension Deposit (as defined below), if any, the “Deposit”), which Deposit shall thereafter be non-refundable except as otherwise expressly set forth in this Agreement. Buyer’s failure to timely deposit any amount required pursuant to this Section shall be deemed a default under this Agreement entitling Seller immediately and without notice to exercise its remedies for a Buyer default as set forth in this Agreement. The Escrow Holder shall deposit Agent will maintain and disburse the Deposit pursuant to the terms and conditions of this Agreement. If Closing occurs in a non-commingled trust account and shall invest accordance with this Agreement, the Deposit (and all interest earned thereon) shall be applied against the Purchase Price, as hereinafter provided. The Deposit shall be invested by Escrow Agent in an insured, interest interest-bearing money market accounts, certificates account at a bank or other financial institution reasonably satisfactory to each of deposit, United States Treasury Bills or such other instruments as directed by Buyer Seller and reasonably acceptable to Existing Owner Buyer. Any and all interest thereon earned on the Deposit shall be credited considered part of the Deposit and shall be reported to Buyer’s account and deemed federal tax identification number. If this Agreement is terminated, or if either party fails to be part perform any of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated its agreements hereunder, the Deposit shall be paid disposed of in the manner hereinafter provided. If any dispute arises under this Agreement with respect to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale disposition of the Property Deposit or the entitlement of any party to the Deposit or the obligations of Escrow Agent with respect thereto, Escrow Agent shall not be required to determine the resolution of any such dispute and shall not be obligated to make any delivery of the Deposit; but in such event, Escrow Agent shall hold the Deposit until receipt by Escrow Agent of an authorization in writing signed by Buyer and Seller directing the disposition of same, or in the absence of such authorization, Escrow Agent shall hold the Deposit until the final determination of the rights of Buyer and Seller in an appropriate proceeding. If such written authorization is not consummated because given, or if proceedings for such determination are not promptly commenced and diligently continued to a resolution, Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies in a court of (a) competent jurisdiction in the Commonwealth of Massachusetts pending such determination and to submit such resolution of such dispute to such court by action of interpleader. Buyer and Seller hereby consent to the jurisdiction of such court in connection with any such dispute. Escrow Agent shall not be responsible hereunder for any acts or omissions unless willfully done or done in a Seller defaultgrossly negligent manner, (b) and upon delivery of the termination of this Agreement by Buyer Deposit in accordance with the terms of this Agreement, Escrow Agent shall have no further liability to the parties hereunder or in connection herewith. Seller and Buyer hereby jointly and severally agree to indemnify and hold Escrow Agent harmless from and against any right to so terminate provided hereinand all loss, costs or damages arising under this Agreement or in connection herewith (c) except such loss, costs or damages as shall result from the failure gross negligence or misconduct of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Escrow Agent). Escrow Agent shall be immediately entitled to reasonable compensation (not to exceed $1,000 in the aggregate) for its services pursuant to this Escrow Agreement, and automatically paid over Buyer and Seller each agree to pay one-half of such compensation to Escrow Agent. Buyer without and Seller reserve the need for right, at any further action by either Party hereto. The sole remedy for time and from time to time, to substitute a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references new escrow agent in this Agreement to a “return place of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Escrow Agent.

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three Fifty Thousand Four Hundred Fifty Eight and No/100 Dollars ($7,143.00150,458.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) an Erly default, (c) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (cd) the Seller’s or Erly’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one (1) business day following Pursuant to the mutual execution and exchange of this AgreementBidding Procedures Order, Buyer shall Purchaser will make an ▇▇▇▇▇▇▇ money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (3,737,500 to the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)Escrow Agent. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid to Existing Owner and credited applied against payment of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultIf this Agreement shall be terminated by any Party hereto pursuant to Sections 3.4(a), (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein), (c), (d), (e), (f), (g), (h), (j), (k), (l), or (m) hereof, or in the failure event that a party other than Purchaser or an Affiliate of any Purchaser purchases all or a significant portion of Buyer’s Closing Conditions the Purchased Assets, or if the Purchaser is not designated as the Prevailing Bidder (as defined belowherein) to occur or the Back-Up Bidder (das defined herein) any other reason other than a default by Buyerafter the Auction, then the Deposit shall be immediately and automatically paid over returned to Buyer without Purchaser within five (5) Business Days after Seller’s receipt of Purchaser’s written request therefore. If this Agreement shall be terminated by the need for Seller pursuant to Sections 3.4 (i) hereof or otherwise by reason of the failure of any further action condition precedent under Section 9.2 hereof resulting primarily from Purchaser materially breaching any representation, warranty or covenant contained herein, then Seller shall retain the Deposit; provided such failure or breach was not caused by either Party heretoa breach of this Agreement by Seller. The Parties agree that the Seller’s right to retain the Deposit, as set forth herein, is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the 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. If the Closing is not consummated due to Purchaser’s breach of this Agreement, or if this Agreement is terminated due to Purchaser’s breach of this Agreement, then Seller shall be entitled, as its sole and exclusive remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller such breach, to terminate this AgreementAgreement and, retain the Deposit. All references in Seller hereby waives and release any right to (and Seller hereby covenants that it shall not) ▇▇▇ Purchaser with respect to this Agreement or any Asset contemplated to a “return be purchased hereunder: (a) for specific performance of the Deposit” shall also be deemed this Agreement, or (b) to include a return recover any damages of the “Deposit” any nature or description. Seller and Purchaser expressly waive and release (i) any right to seek specific performance of Seller’s obligations under the “Other Property Purchase Agreements” this Agreement and (as defined herein)ii) any right to seek or collect any damages, including any actual, consequential, speculative, remote or punitive damages.

Deposit. 3.1 Within one five (15) business day days following the mutual execution and exchange of this AgreementEffective Date hereof, Buyer shall deposit into deliver to The Law Offices of John McCormick, Attorney for Seller, as Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Agent, with offices i▇ ▇▇▇▇▇▇ ▇▇▇▇, North Carolina an initial deposit, in the form of One hundred Thousand Dollars ($100,000.00) (Cash or Check) and a wire transfer payable to Chicago Title Insurance Company promissory note in the amount of Four Hundred Thousand Dollars (“Escrow Holder”$400,000.00) (the "Note Deposit) (collectively, the "Initial Deposit"). Unless Provided this Agreement shall have been Contract is not earlier terminated pursuant to in accordance with the provisions hereof prior theretoterms contained herein, no later than three within five (35) business days after the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer shall deposit with then deliver to Escrow Holder additional cash Agent its certified or other immediately available funds cashier's check in the amount of One Four Hundred Thousand and No/100 Dollars ($100,000400,000.00) (the “Additional "Note Replacement Deposit”, and together with ") (the Initial Deposit and all interest accrued thereon, the “Note Replacement Deposit shall hereinafter collectively be referred to as the "Deposit”"). The Deposit shall be immediately disbursed by Escrow Holder Agent to Seller c/o The West End Group of Investors, LLC, at which time Seller shall deposit execute and deliver to Buyer in recordable form de▇▇ ▇▇ ▇▇▇▇▇ covering the Property (the "Deed of Trust") which secures Seller's obligation to return to Buyer the Deposit in a non-commingled trust account accordance with the terms and conditions of this Contract. The Deed of Trust shall be in the form attached hereto as Exhibit "B" and incorporated herein by reference. After release of the Deposit to Seller by Escrow Agent, Seller shall be entitled to hold, invest and otherwise utilize the Deposit in an insuredany manner in which Seller elects, in its sole discretion, and any interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed earned by Buyer and reasonably acceptable to Existing Owner and interest thereon Seller on the Deposit shall be credited to Buyer’s account and deemed to be part solely for the benefit of the DepositSeller. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination any provision of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Contract entitles Buyer to make obtain the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , then Seller shall also be deemed return the Deposit to include a Buyer within ten (10) days after Seller's obligation to return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).such Deposit The Shaeffer Family, LLC to Stanley Martin Companies, Inc. Initials:

Deposit. Within one (1) business day Business Day following the mutual execution Effective Date and exchange of as a condition precedent to this AgreementAgreement being effective, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable deliver to Chicago Commonwealth Land Title Insurance Company (the “Escrow HolderAgent”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)by federal funds wire transfer, Buyer shall a cash deposit with Escrow Holder additional cash or other in immediately available funds in the amount of One Hundred Thousand Ten Million and No/100 00/100 Dollars ($100,00010,000,000.00) (the “Additional Initial Deposit”, ” and together with the Initial Deposit and all any interest accrued thereon, the “Deposit”). Escrow Holder If Purchaser shall fail to deposit the Initial Deposit with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Initial Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent as its sole and exclusive remedy, in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon which case this Agreement shall be credited null and void ab initio, and thereafter neither party shall have any further rights or obligations to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated other hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) except for those which expressly survive the termination of this Agreement. Concurrently with the execution of this Agreement by Buyer and prior to Purchaser’s making the Initial Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (the “Escrow Agreement”). Escrow Agent shall hold the Deposit in accordance with any right this Agreement and the Escrow Agreement and shall disburse the Deposit to so terminate provided hereinSeller at Closing. Notwithstanding anything to the contrary contained in this Agreement, (c) prior to the failure expiration of any of Buyer’s Closing Conditions the Study Period (as defined below) to occur or (d) any other reason other than a default by Buyerhereinafter defined), then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required escrow established hereunder shall be a “sole order” escrow for Seller the benefit of Purchaser (meaning that Escrow Agent shall act solely in accordance with the instructions of Purchaser until the expiration of the Study Period in respect of the Deposit). Without limiting the generality of the foregoing, in the event that on or prior to the expiration of the Study Period, Purchaser delivers notice to Escrow Agent stating that Purchaser has elected to terminate this Agreement. All references in this Agreement pursuant to a “return the provisions of Section 4.1.3, then Escrow Agent shall refund to Purchaser the Deposit” shall also be deemed to include a return Deposit without any requirement that Escrow Agent first notify or obtain any approval or consent of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. A. Within one five (15) business day following days after the mutual execution and exchange of this AgreementEffective Date hereof, Buyer Purchaser shall deposit into with the Orlando, Florida office of ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Escrow (as defined below) Agent”), the amount sum of Seven Thousand One Hundred Forty Three Thousand and No/100 Dollars ($7,143.00100,000.00) (the “Initial Deposit”), to be held in escrow to secure the form performance by Purchaser of a wire transfer payable its obligations under this Agreement. In the event that the Purchaser has elected to Chicago Title Insurance Company (“Escrow Holder”). Unless proceed under this Agreement shall have been terminated pursuant at or prior to the provisions hereof prior theretoend of the Inspection Period, then no later than the earlier of three (3) business days after the expiration conclusion of the “Due Diligence Period” (as hereinafter defined)Inspection Period or Purchaser’s election to proceed to Closing, Buyer Purchaser shall pay to Escrow Agent the additional deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Million Nine Hundred Thousand and No/100 Dollars ($100,0001,900,000.00) (the “Additional Deposit”), such that Purchaser shall have thereupon deposited with Escrow Agent the total deposit of Two Million and together with the Initial Deposit and all interest accrued thereon, No/100 Dollars ($2,000,000.00) (the “Deposit”). All such deposit installments made to Escrow Holder Agent hereunder, in whatever form, are collectively referred to herein as the “Deposit”. The Deposit shall deposit be held by the Escrow Agent pursuant to a mutually acceptable escrow agreement among Purchaser, Seller and Escrow Agent, which shall, among other things, provide that all cash installments of the Deposit shall, upon clearance, be deposited by Escrow Agent in a non-commingled trust an interest bearing account and shall invest acceptable to the Purchaser. Purchaser may, at its election, make the Additional Deposit in an insuredthe form of letters of credit, interest bearing money market accountsprovided that the issuer, certificates the terms and the form of deposit, United States Treasury Bills or such other instruments as directed by Buyer and letter of credit are reasonably acceptable to Existing Owner Seller. If Purchaser discharges any of its obligation to make the Deposit by delivering one or more letters of credit (any such letter of credit is an “LC”) as part of the Deposit, the LC shall meet all of the following requirements: (i) the LC shall be a clean irrevocable LC with a term at least one month beyond the end of the Closing Date; and interest thereon (ii) the LC shall be issued by a national banking institution acceptable to Seller; and (iii) the Seller shall be named the beneficiary of the LC; and (iv) any documents required to draw on the LC must be presentable at a location within the State of Florida; and (v) the only documents that may be required to make a draw on the LC shall be a copy of the LC and a statement by Seller that the Seller is then entitled to draw the full amount of the LC. Any LC may be held by the Escrow Agent, but the Escrow Agent hereby agrees to deliver the original LC to Seller within twenty-four (24) hours of receiving from Seller a written notice demanding the immediate delivery of the LC to Seller; the Escrow Agent, by its joinder hereto, agrees to immediately deliver the original LC to Seller upon Seller’s demand, either by hand delivery or by depositing the original LC with an overnight delivery service under terms where the overnight delivery service agrees to deliver the LC package to Seller no later than noon EST the day immediately following the deposit of the LC by Escrow Agent with such overnight delivery service. The Deposit shall be credited to BuyerPurchaser against the Purchase Price due at the Closing. All interest earned on the Deposit shall be for the benefit of Purchaser, and at Purchaser’s account option, shall be paid to Purchaser at the Closing or upon the earlier termination of this Agreement, or applied as a credit against the Purchase Price at the Closing, unless Purchaser defaults under this Agreement and deemed then in such event the interest shall be payable to be part Seller. Purchaser shall promptly deliver a W-9 to the Escrow Agent and Seller and Purchaser agree to execute any standard escrow agreement required by Escrow Agent. Seller shall also deliver to Purchaser a W-9 at or prior to Closing. The form of the letter of credit is attached hereto as Exhibit “N” and made a part hereof. B. Escrow Agent shall be liable only to hold the Deposit, to invest same as provided for herein, and to deliver same to the parties named herein in accordance with the provisions of this Agreement. Escrow Agent, as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall be caused by the willful malfeasance of Escrow Agent. In the event of the consummation any disagreement among any of the purchase parties to this Agreement or among them or any of them and sale of the Property as contemplated hereunderany other person, the resulting in adverse claims and demands being made in connection with or for any Deposit funds involved herein or affected hereby, Escrow Agent shall be paid entitled to Existing Owner refuse to comply with any such claims or demands as long as such disagreement may continue, and credited against the Purchase Price on the Closing Date. In the event the sale in so refusing, shall make no delivery or other disposition of the Property is any Deposit funds than held by it under this Agreement, and in so doing Escrow Agent shall not consummated because of become liable in any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of adverse claimants shall have been finally settled, finally adjudicated in a Seller defaultcourt assuming and having jurisdiction of the Deposit funds involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and Escrow Agent shall have been notified in writing of such agreement signed by the termination parties hereto. Further, Escrow Agent shall have the right at any time after a dispute between Seller and Purchaser has arisen, to pay any deposits held by it into any court of competent jurisdiction for payment to the appropriate party, whereupon Escrow Agent’s obligations hereunder shall terminate. Further, the parties agree to indemnify and hold Escrow Agent harmless from any and all expenses incurred in connection with its duties hereunder, including, but not limited to, reasonable attorneys’ fees and costs and appellate attorneys’ fees and costs in any action under this Agreement where Escrow Agent is made a party. The indemnification provided herein shall not apply in any event of Escrow Agent’s willful malfeasance. Seller and Purchaser agree that the status of Purchaser’s counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing the Seller in connection with this transaction and in connection with any disputes that may arise between Seller and Purchaser concerning this transaction, including any dispute or controversy with respect to the Deposit. The terms of this Agreement by Buyer in accordance with any right to so terminate provided hereinparagraph shall survive termination and Closing, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)applicable.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration Business Days (as hereinafter defined) of the “Due Diligence Period” Escrow Date (as hereinafter defined), Buyer shall deposit with into Escrow Holder additional cash or other immediately available funds in (as hereinafter defined) the amount sum of One Hundred Thousand and No/100 Dollars ($100,000) [0.0526% of the Purchase Price] (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder Unless this Agreement has been terminated in accordance with its terms, then within three (3) Business Days following the Due Diligence Termination Date (as hereinafter defined), Buyer shall deposit into Escrow an additional sum of [0.211% of the Purchase Price] (the “Second Deposit”). Unless this Agreement has been terminated in accordance with its terms, then within six (6) months following the Due Diligence Termination Date, Buyer shall deposit into Escrow an additional sum of [0.526% of the Purchase Price] (the “Third Deposit”). Unless this Agreement has been terminated in accordance with its terms, then within twelve (12) months following the Due Diligence Termination Date, Buyer shall deposit into Escrow an additional sum [0.526% of the Purchase Price] (the “Fourth Deposit”). Unless this Agreement has been terminated in accordance with its terms, then within eighteen (18) months following the Due Diligence Termination Date, Buyer shall deposit into Escrow an additional sum of [0.526% of the Purchase Price] (the “Fifth Deposit”). As used in this Agreement, the term “Deposit” means such portion of the Initial Deposit, the Second Deposit, the Third Deposit, the Fourth Deposit, and the Fifth Deposit, collectively, as has theretofore been deposited into Escrow. Each installment of the Deposit shall be delivered to Escrow Agent by wire transfer or other delivery of immediately available U.S. funds. Until disbursed in a non-commingled trust account and accordance with the terms of this Agreement, Escrow Agent shall invest the Deposit in an insureda federally insured interest-bearing account, as Buyer may instruct from time to time, and all interest bearing money market accountsearned on the Deposit, certificates of depositif any, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited and remain the property of Buyer. The Deposit shall be fully refundable to Buyer’s account and deemed Buyer at all times prior to be part of the DepositDue Diligence Termination Date. In the event of the consummation of the purchase and sale of the Property If Buyer delivers a Feasibility Notice (as contemplated hereunderhereinafter defined), then the Deposit shall become non-refundable after the Due Diligence Termination Date, except as expressly provided otherwise in this Agreement, and shall be paid to Existing Owner and credited against the Purchase Price on at the Closing DateClosing. In If Buyer fails to timely deposit into the event the sale Escrow any portion of the Property is Deposit on or before the due date specified above for such portion and does not consummated because cure such failure within two (2) Business Days after written notice from Seller, then Buyer shall be deemed in default under this Agreement, in which event Seller may terminate this Agreement by written notice to Buyer at any time prior to the date on which Buyer deposits such portion of (a) a the Deposit, and upon any such termination, Seller defaultshall be entitled to retain any portion of the Deposit previously placed into Escrow by Buyer and the parties shall have no further rights or obligations under this Agreement, (b) except for rights and obligations that, by their terms, survive the termination of this Agreement by Buyer Agreement. For avoidance of doubt and notwithstanding any contrary provision hereof, the 2-Business Day cure period set forth in accordance this Section 2.1.1 with any right respect to so terminate provided herein, (c) the ▇▇▇▇▇’s failure to deliver a portion of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid control over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate cure period set forth in Section 12.2 of this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreementagreement, Buyer the GDI Parties shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in of same day value to the amount of One Hundred Thousand Escrow Account and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid held in the Escrow Account in accordance with the terms of this agreement and the Escrow Agreement in order to Existing Owner assure each GDI Party’s performance of its obligations under this agreement. 4.2. The Buyer shall bear the costs, fees, expenses and credited against liabilities owed to the Purchase Price on Escrow Agent under the Closing Date. In the event the sale terms of the Property is Escrow Agreement and the Buyer shall use all its reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not consummated because be deducted from the Deposit or any other amount standing to the credit of the Escrow Account, in each case, other than the Escrow Margin. If any such costs, fees, expenses and liabilities (other than the Escrow Margin) are deducted from the Deposit or any other amount standing to the credit of the Escrow Account, the Buyer shall make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Account shall not be less than the Deposit (and any interest accrued thereon (other than the Escrow Margin)). 4.3. If this agreement terminates pursuant to clauses 5.7 or 9.4(b): (a) a Seller default, in circumstances where: (bi) any GDI Party has not complied with any of its obligations under this agreement to be undertaken on or prior to Completion; and/or (ii) the Buyer Parent Approval has not been obtained (irrespective of whether or not the GDI Parties have complied with their obligations in this agreement), • in each case, the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue an Escrow Payment Instruction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) interest accrued thereon other than the failure of any of Buyer’s Closing Conditions (as defined belowEscrow Margin) to occur or the Seller Parent (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return on behalf of the Deposit” shall also be deemed Sellers) to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).Seller Account;

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration execution and delivery of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash Partners Title Company (the "ESCROW AGENT" or other immediately available funds in the amount "TITLE COMPANY"), having its office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) the sum of One Hundred Thousand Million and No/100 Dollars ($100,0001,000,000.00) (the “Additional "INITIAL DEPOSIT") in good funds, either by certified bank or cashier's check or by federal wire transfer. The Initial Deposit”, and together with any funds deposited with the Initial Deposit Escrow Agent pursuant to Section 4.1, and all interest accrued thereon, earned thereon is collectively called the “Deposit”"DEPOSIT"). The Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account and shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on such sum shall be credited to Buyer’s account deemed income of Purchaser, and deemed to Purchaser shall be part responsible for the payment of all costs and fees imposed on the DepositDeposit account. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid delivered to Existing Owner Seller and credited applied against the Purchase Price on the at Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer or otherwise distributed in accordance with any right to so terminate provided herein, (c) the terms of this Agreement. The failure of Purchaser to timely deliver any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit hereunder shall be immediately a material default, and automatically paid over shall entitle Seller, at Seller's sole option, to Buyer exercise the remedies provided in Section 6.1 hereof, including without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer limitation to make receive the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller liquidated damages. Prior to terminate this Agreement. All references in this Agreement to a “return expiration of the Deposit” Inspection Period, the escrow established pursuant to the Agreement shall also be deemed to include be a return "sole order" escrow, and Escrow Agent shall disburse the Deposit to Purchaser upon Escrow Agent's receipt of any notice of termination prior to expiration of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Inspection Period, without liability to Seller and notwithstanding any objection by Seller to such disbursement.

Deposit. Within one (1) business day following the mutual execution and exchange Before service will be rendered by Seller to Consumer a cash deposit of this Agreement, Buyer __________________________________________ Dollars shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), be placed with Seller. Interest will accrue on such deposits in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement manner and at the rate prescribed by the Louisiana Public Service Commission and shall have been terminated pursuant be credited to the provisions hereof prior theretoConsumer’s deposit account. In lieu of cash, no later than three and at Consumer’s option, subject to approval by Seller as to acceptability, Consumer may deliver to Seller (3a) business days after an irrevocable letter of credit from the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Consumer’s Bank in the amount of One Hundred Thousand Dollars; (b) a surety bond in favor of Seller, of the type required by Seller and No/100 Dollars in the amount of ; or ($100,000c) a continuing guaranty from a party, other than Consumer, acceptable to Seller shall be delivered by Consumer to Seller. Consumer understands and agrees that Seller may, in its discretion, require one or more of options (a) (b) or (c) in combination in lieu of a cash deposit. A. A surety bond shall be effective for a period of ______ year(s). Such surety bond shall obligate the “Additional Deposit”bond company to notify Seller within five (5) business days in writing in the event such surety bond is terminated by Consumer or canceled by the bonding company. Consumer shall also notify Seller within five (5) business days in writing of said termination or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. B. A letter of credit shall be effective for a period of year(s). Such letter of credit shall obligate the issuer to notify Seller within five (5) business days in writing in the event such letter of credit is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satis factory to Seller and for the amount required by Seller. C. A continuing guaranty shall be effective for a period of year(s). Such continuing guaranty shall obligate the issuer to notify Seller within five (5) business days in writing in the event such continuing guaranty is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. D. Failure to maintain a deposit with Seller, or failure to furnish a surety bond or irrevocable letter of credit to Seller, shall constitute sufficient cause for discontinuance of electric service, and together with the Initial Deposit Consumer agrees and all interest accrued thereonunderstands that in such event, the “Deposit”). Escrow Holder shall deposit the Deposit Seller, at its option, may discontinue electric service without notice or putting in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. default. E. In the event Consumer becomes delinquent in the payment of bills for service, minimum charges, construction charges, or files bankruptcy, or has bankruptcy filed against it or assigns its assets for the consummation benefit of its creditors or is placed in receivership or liquidation or otherwise ceases to do business, Seller may elect to set off the purchase and sale of the Property as contemplated deposit, in whatever form, against any delinquent amounts due and/or discontinue service hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. . F. In the event Seller institutes collection proceedings or files suit to recover any delinquent amounts due under this Commercial Power Contract or brings an action to enforce its rights to the sale security provided by Consumer pursuant to this Agreement, Consumer and/or Consumer’s guarantors, sureties, assigns and/or successors shall be liable for all attorneys fees in the amount of twenty-five percent (25%) of the Property is not consummated because amount owed with interest together with all costs of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such proceedings.

Deposit. Within one (a) On the date on which Buyer successfully receives at least Twenty Million Dollars ($20,000,000) of proceeds from the sale to the public of shares in Buyer (the “REIT Closing Date”), Buyer shall deposit $250,000 per Hotel Property (the “Deposit”) with a mutually satisfactory escrow agent (the “Escrow Agent”). The Option shall automatically expire, and this Contract shall automatically terminate (whereupon neither Seller nor Buyer shall have any further obligation to the other hereunder), if (i) the REIT Effective Date shall not occur by March 31, 2005, or (ii) Buyer shall fail to deposit the Deposit with the Escrow Agent on the REIT Closing Date and such failure shall continue for two business days after Buyer receives notice of such failure from Seller. (b) The Deposit shall be held by Escrow Agent subject to the terms and conditions of an escrow agreement, in the form attached hereto as Exhibit C (the “Escrow Agreement”), and shall be paid or applied as provided in this Option Contract. The Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes. Buyer’s Federal Tax Identification Number is ▇▇-▇▇▇▇▇▇▇. The Federal Tax Identification Number for each entity constituting Seller is set forth in Schedule 1. (c) business day following At the mutual execution Closing for any Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned thereon, shall be paid to Seller and exchange credited against the Purchase Price for such Hotel Property. If this Option Contract shall terminate with respect to any Hotel Property prior to the Closing for such Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned on such portion of the Deposit, shall be paid to the Seller, except as otherwise provided in paragraph (d) of this Section 2.6 or in Section 13.2 or Section 14.2 hereof. (d) Notwithstanding any other provision of this Agreement, Buyer shall deposit into Escrow (be entitled to terminate this Contract with respect to any Hotel Property as defined below) to which Seller shall not have sent a Completion Notice by July 31, 2005, and in such event Buyer shall be entitled to receive the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration portion of the “Due Diligence Period” (as hereinafter defined)Deposit that shall be allocable to such Hotel Property, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or earned on such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part portion of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following Upon the mutual execution and exchange opening of this Agreement, Buyer shall deposit into Escrow (as defined belowhereinafter set forth) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable Acquirer shall deliver to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Agent (as hereinafter defined), Buyer shall deposit with Escrow Holder additional ) cash or other immediately available funds in the amount sum of One Five Hundred Thousand and No/100 Dollars ($100,000500,000.00), ("Initial Deposit") which shall be held by Escrow Agent as security for the full performance by Acquirer of its obligations hereunder and on account of its obligations at Closing, subject to the following terms and conditions: (i) If Acquirer elects to continue with its acquisition of the “Additional Deposit”Property pursuant to this Agreement after the Approval Period or the Extended Approval Period, and together with as the case may be, (as hereinafter defined), Acquirer shall increase the Initial Deposit prior to the Approval Date or the Extended Approval Date, as the case may be, by cash in the amount of Two Million Dollars ($2,000,000) for a total of $2,500,000 (which sum, together with any interest earned thereon and all interest accrued thereonadditions thereto, are herein collectively called the “"Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account ") and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid become non- refundable subject to Existing Owner and credited against the Purchase Price on the remaining conditions to Closing; (ii) If Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyeroccurs, then the Deposit shall be immediately refunded; (iii) If Closing does not occur and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder Owner shall be for Seller entitled to terminate this Agreement. All references liquidated damages as provided in this Agreement Paragraph 10(b) hereof, Owner shall be entitled to a “the Deposit; and (iv) If the Closing does not occur and Acquirer shall be entitled to the return of the Deposit” Deposit as provided in this Agreement, the same shall also be deemed returned to include Acquirer. (b) The Deposit shall be at all times invested by Escrow Agent in the following investments ("Approved Invest ments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a return major money center banking institution reasonably acceptable to Owner, (iii) Certificates of Deposit or Money Market Accounts of institutions whose deposits are insured by the “Deposit” under the “Other Property Purchase Agreements” FDIC or (iv) such other manner as defined herein)may be reasonably agreed to by Owner and Acquirer. The Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Deposit. Within one One (1) business Business day following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into with Title Company, as escrow agent (in such capacity, “Escrow (as defined below) the amount of Seven Agent”), Two Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”), ) in the form of a immediately available funds by wire transfer payable to Chicago Title Insurance Company (“such account as Escrow Holder”)Agent shall designate to Buyer. Unless If this Agreement shall have been is not terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedsubsection 7.1(a), Buyer shall deposit with Escrow Holder Agent on the first Business Day following expiration of the Due Diligence Period an additional cash or other Five Hundred Twenty Five Thousand and no/100 Dollars ($525,000.00) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars by wire transfer to such account as Escrow Agent shall designate to Buyer ($100,000) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Deposit while held by Escrow Agent shall be paid to Existing Owner and credited against the Purchase Price on party to whom the Deposit is paid, except that if the Closing Date. In the event the sale of the Property is not consummated because of (a) occurs, Buyer shall receive a Seller default, (b) the termination of this Agreement by Buyer credit for such interest in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinsubsection 2.2(a).

Deposit. Within one (1) business day following The Deposit shall be placed by the mutual execution Escrow Agent in an interest bearing account and exchange shall be held in accordance with the escrow terms set forth on Schedule 4. A portion of this Agreement, Buyer shall deposit into Escrow (as defined below) the Deposit in the amount of Seven Thousand One Hundred Forty Three Fifteen Million and No/100 Dollars ($7,143.0015,000,000.00) (the “Initial Deposit”)shall be automatically released to Seller on November 10, 2025, to be held in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)trust by Seller in accordance with this Agreement. Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration A portion of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Deposit in the amount of One Hundred Thousand Twenty Million and No/100 Dollars ($100,00020,000,000.00) shall be automatically released to Seller on November 18, 2025, to be held in trust by Seller in accordance with this Agreement. In no event shall Buyer take any action that would impair or prevent the Escrow Agent from releasing those certain portions of the Deposit to Seller on November 10, 2025 and on November 18, 2025 as aforesaid (the “Additional Deposit”including, without limitation, sending any notice to Escrow Agent objecting to such release), and together with any such action by Buyer shall constitute an immediate default under the Initial Deposit Agreement for which no notice and all interest accrued thereon, the “Deposit”)cure period to Buyer shall be provided. Escrow Holder shall deposit Upon release of any such portion of the Deposit in a non-commingled trust account and shall invest the to Seller, such Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited held in trust by Seller and subject to Buyer’s account express right to have the Deposit returned pursuant to the terms of this Agreement, and deemed Seller shall immediately return the Deposit to be part Buyer upon the occurrence of the Deposit. In the any event of the consummation of the purchase and sale of the Property as contemplated hereunder, or circumstance for which this Agreement expressly provides that the Deposit shall be paid returned to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale Buyer, including, without limitation, following a termination of the Property is not consummated Agreement by Buyer because of any of the following events (each a “Refundable Termination Event”): (a) a default by Seller default, under the Agreement which is not cured within the applicable notice and/or cure period in accordance with Section 13 of this Agreement; (b) Seller's failure to cure any Must-Cure Item or Title Objection which Seller is required to cure as of the termination of this Agreement by Buyer Closing Date in accordance with any right to so terminate provided herein, Section 5 of this Agreement; (c) the failure of any one or more conditions precedent to be satisfied in accordance with Section 8 of Buyer’s this Agreement as of the Scheduled Closing Conditions (as defined below) to occur or Date; (d) the occurrence of a Major Loss in accordance with Section 12 of this Agreement; (e) Seller's pre-Closing breach of its representations and warranties in the Agreement which breach is not cured on or prior to the Closing Date in accordance with Section 14 of this Agreement; or (f) any other reason other than event the occurrence of which allows for Buyer to terminate this Agreement and receive a default by Buyer, then refund of the Deposit pursuant to the express terms of the Agreement. Following any such event or circumstance for which this Agreement expressly provides that the Deposit shall be immediately returned to Buyer, including, without limitation, the occurrence of a Refundable Termination Event, and automatically paid over provided that Buyer actually terminates this Agreement, Seller shall promptly return to Buyer without the need for any further action full amount of the Deposit received by either Party hereto. The sole remedy for a failure by Buyer to make Seller in accordance with this paragraph (which obligation shall survive the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate termination of this Agreement). All references in this Agreement to a “return For the avoidance of doubt, upon the consummation of the Closing, the full amount of the Deposit” shall also be deemed to include a return , including, without limitation, any portion of the “Deposit” under Deposit so released to Seller, shall be credited against the “Other Property Purchase Agreements” (as defined herein)Price and released to Seller at Closing.”

Deposit. Within one (1a) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant Redeveloper has heretofore delivered to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional Agency cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 100,000.00), which has heretofore been held and portions of which have been disbursed by the Agency pursuant to the terms of that certain letter from the Agency to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Properties, dated April 18, 2007 (the “Additional DepositDeposit Letter”, and said amount, together with any additional amounts deposited by Redeveloper into the Initial Deposit Project Operating Account pursuant to the terms hereof and all interest accrued thereonearned thereon from time to time and subject to any prior disbursements thereof pursuant to the terms of the Deposit Letter, collectively, the “Deposit”). Escrow Holder Upon execution of this Agreement by the Parties, the terms of this Section 2.1 shall deposit supersede the terms of the Deposit in a non-commingled trust account Letter and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Letter shall be credited to Buyer’s account and deemed of no further force or effect. The Deposit shall be held by the Agency in the Project Operating Account, to be part of disbursed in accordance with the Depositterms hereof. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, All interest earned on the Deposit shall be paid to Existing Owner and credited against reported under the Purchase Price on the Closing Date. In the event the sale employer identification number(s) of the Property is not consummated because of (a) a Seller default, Agency. (b) Funds shall be deposited by Redeveloper into the Project Operating Account at the times and in the amounts determined in accordance with the terms of this Agreement. (c) Funds shall be disbursed from the Project Operating Account in accordance with Article XX for the following purposes: (i) To pay all Acquisition Expenses incurred in accordance with the terms of this Agreement; and (ii) Any balance remaining in the Project Operating Account as of the termination of this Agreement (but after the payment of all costs described in Sections 2.1(c)(i) then incurred by Buyer the Agency and the City), shall be disbursed to Redeveloper. Notwithstanding anything to the contrary in this Agreement, any funds held by the Agency from time to time in the Project Operating Account shall not limit the liability of Redeveloper to reimburse the City and/or the Agency for all Acquisition Expenses incurred in accordance with any right to so terminate provided herein, (c) the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into an escrow with Escrow (as defined below) the amount of Seven Agent Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Initial Deposit”). Escrow Holder In the event that Buyer shall deposit have delivered the Approval Notice (as hereinafter defined) to Sellers before the expiration of the Due Diligence Period (as hereinafter defined), the Initial Deposit in a shall be non-commingled trust account refundable except as otherwise expressly provided in this Agreement, and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer be applied and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part toward payment of the DepositPurchase Price payable at Closing. In the event that Buyer delivers written notice to Sellers to terminate this Agreement (“Disapproval Notice”) or shall fail to deliver the Approval Notice to Sellers before the expiration of the consummation of Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement and the purchase and sale of the Property as contemplated hereunder, the Initial Deposit shall be paid returned to Existing Owner Buyer. Should Buyer have delivered the Approval Notice before the expiration of the Due Diligence Period, within three (3) Business Days thereafter, Buyer shall deposit into the escrow an additional Five Hundred Thousand Dollars ($500,000.00) (together with all interest accrued thereon, the “Secondary Deposit,” and together with the Initial Deposit, the “Deposit”), which shall be non-refundable except as otherwise expressly provided in this Agreement, and shall be applied and credited against toward payment of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)payable at Closing.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall A deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three Twenty Million and No/100 Dollars ($7,143.0020,000,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued or earnings thereon, the “Deposit”), shall be paid within one (1) Business Day after execution of this Agreement by Buyer, by wire transfer, in immediately available funds, to JPMorgan Chase Bank, N.A. (“Escrow Agent”), to be held in escrow pursuant to an Escrow Agreement, the form of which is set forth at Exhibit “L”. Pursuant to the Escrow Holder Agreement, the Escrow Agent shall deposit continue to hold the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredaccordance with escrow instructions executed by Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent (the “Escrow Instructions”). In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing is consummated, the Deposit shall be paid by the escrow agent to Existing Owner and credited against Seller as part of the cash portion of the Purchase Price on the Closing DatePrice. In the event the sale of the Property Closing is not consummated because of (a) a Seller defaultconsummated, (b) the termination of this Agreement by Buyer Deposit shall be disbursed in accordance with the provisions of this Section and Article IX of this Agreement. To the extent that this Agreement is terminated for any right reason, other than a termination in connection with an Unjustified Refusal to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions Close (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately paid and automatically paid over returned to Buyer without Buyer. In the need for any further action event that this Agreement terminates due to Buyer’s failure to close and consummate the transactions contemplated herein, notwithstanding the satisfaction (or expressed waiver by either Party hereto. The Buyer) of all of Buyer’s Closing conditions under Section 6.02 (in such case, a “Unjustified Refusal to Close”), then following such termination of this Agreement, as Seller’s sole remedy for a failure by Buyer and exclusive remedy, Seller shall be entitled to make receive and retain the Initial Deposit or the Additional Deposit as liquidated damages. Buyer and when required hereunder Seller shall each (i) be responsible for Seller to terminate this Agreement. All references in this Agreement to a “return 50% of the Deposit” shall also be deemed to include a return fees of the “Deposit” under Escrow Agent, and (ii) shall provide such notices and instructions to the “Other Property Purchase Agreements” (as defined herein)Escrow Agent with regard to the payment and distribution of the Deposit in accordance with the terms hereof.

Deposit. Within one (1i) business day following Upon exercise of the mutual execution and exchange of this AgreementVeritech Call Right, Buyer Veritech shall pay a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial "Call Deposit”), in the form of a wire transfer payable ") to Chicago Title Insurance Company RSI on or prior to five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35) business days after the expiration delivery of the “Due Diligence Period” (as hereinafter definednotice specified in Section 14(b), Buyer which deposit shall deposit with Escrow Holder additional cash be as set forth below: (A) The Call Deposit shall equal the greater of (x) five (5%) percent of the aggregate Fair Market Value of the RSI membership interest or other immediately available funds (y) $300,000. The Call Deposit shall consist of (x) a Cash Deposit payable to the order of RSI in the amount equal to not less than the lesser of One Hundred Thousand the amount of the Call Deposit or $1,000,000 and No/100 Dollars ($100,000y) either (the “Additional Deposit”A) a first priority security interest in, and together with pledge of, a percentage of Veritech's membership interest such that the Initial aggregate Fair Market Value of the Percentage Membership Interest pledged is equal to 1.5 times the amount that the Call Deposit exceeds the amount of the Cash Deposit, if any, or (B) a second priority security interest in, and pledge of, all of the membership interest accrued thereonof Veritech, if the “amount of the Call Deposit is greater than the amount of the Cash Deposit actually paid. (B) If Veritech is required to deliver to RSI a security interest in, and pledge of, any of its membership interest, it will execute and deliver such documents as are reasonably required by RSI (including UCC Financing Statements) to evidence and perfect such security interest to RSI at the address specified in Section 28. It is acknowledged and agreed that any security interest in, and pledge of, membership interests of Veritech pursuant to this Section shall be limited for the purpose of providing collateral for the amount that the Call Deposit exceeds the Cash Deposit”), if any. Escrow Holder Accordingly, RSI's rights and interest in and to Veritech's membership interest shall deposit not exceed the Deposit in Defaulted Interest of Veritech. (C) It is acknowledged and agreed that the Call Deposit is intended to be a non-commingled trust account and refundable deposit to secure the obligations of Veritech. Accordingly, if Veritech fails to purchase the membership interests of RSI pursuant to the Veritech Call Right on the closing date specified in Section 14(b), other than as a result of an Excused Condition, then: (1) RSI shall invest retain the Call Deposit as liquidated damages for the harm (which harm is acknowledged to not be readily measurable in an insureddamages) caused by the failure of Veritech to timely conclude such purchase and, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the extent that a portion of the Deposit. In the event Call Deposit constituted a pledge of the consummation a percentage of the purchase and sale of the Property as contemplated hereunderVeritech's membership interest, the Deposit Defaulted Interests pledged shall be paid Transferred to Existing Owner RSI; (2) Veritech shall no longer have any Veritech Call Right or Veritech Put Right for any purpose whatsoever and credited against (3) RSI shall release any security interest in the Purchase Price membership interests of Veritech other than RSI's security interest in the Deposit Defaulted Interests. (ii) Upon exercise of the Veritech Put Right, RSI shall pay to Veritech within ten (10) business days after the giving of the notice by Veritech specified above, a non-refundable deposit (the "Put Deposit"), which Deposit shall be as set forth below: (A) The Put Deposit shall equal five (5%) percent of the aggregate Fair Market Value of Veritech's membership interest. The Put Deposit shall consist of (x) a Cash Deposit payable to the order of Veritech in the amount equal to not less than the lesser of the amount of the Put Deposit or $3,000,000 and (y) either (A) a first priority security interest in, and pledge of, a percentage of RSI's membership interest such that the aggregate Fair Market Value of the Percentage Membership Interest pledged is equal to 1.5 times the amount that the Put Deposit exceeds the amount of the Cash Deposit, if any, or (B) a second priority security interest in, and pledge of, all of the membership interest of RSI, if the amount of the Put Deposit is greater than the amount of the Cash Deposit actually paid. (B) If RSI is required to deliver to Veritech a security interest in, and pledge of, any of its membership interest, it will execute and deliver such documents as are reasonably required by Veritech (including UCC Financing Statements) to evidence and perfect such security interest to Veritech at the address specified in Section 28. It is acknowledged and agreed that any security interest in, and pledge of, membership interests of RSI pursuant to this Section shall be limited for the purpose of providing collateral for the amount that the Put Deposit exceeds the Cash Deposit, if any. Accordingly, Veritech's rights and interest in and to RSI's membership interest shall not exceed the Deposit Defaulted Interest of RSI. (C) It is acknowledged and agreed that the Put Deposit is intended to be a non-refundable deposit to secure the obligations of RSI. Accordingly, if RSI fails to purchase the membership interests of Veritech pursuant to the Veritech Put Right on the Closing Date. In closing date specified in Section 14(b), other than as a result of an Excused Condition, then: (1) Veritech shall retain the event Put Deposit as liquidated damages for the sale harm (which harm is acknowledged to not be readily measurable in damages) caused by the failure of RSI to timely conclude such purchase and, to the extent that a portion of the Property Put Deposit constituted a pledge of a percentage of RSI's membership interest, the Deposit Defaulted Interests pledged shall be Transferred to Veritech and Veritech shall release any security interest in the membership interests of RSI other than Veritech's security interest in the Deposit Defaulted Interests. (iii) it is acknowledged and agreed that each of the Call Deposit and the Put Deposit is non-refundable unless the party selling its membership interests under this Section 14 does not consummated because of (a) a Seller default, (b) Transfer such membership interests on the termination of this Agreement by Buyer closing date specified in accordance with any right to so terminate provided hereinSection 14(b) and Section 14(e) and Section 14(f), (c) as the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)case may be.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day Purchaser shall pay the Deposit to Escrow Agent either by federal wire transfer of immediately available funds to Escrow Agent's account with Depository in Seattle, Washington, or by delivery to Escrow Agent's offices in San Francisco, California, of a clean, irrevocable letter of credit that satisfies the requirements of Section 3.2(c) below or by a combination of the two, in either case not later than the third (3rd) Business Day next following the mutual execution Effective Date. If any portion of the Deposit is initially provided in cash, Purchaser may replace such portion with a letter of credit that is in a face amount equal to such cash and exchange that complies with the provisions of Section 3.2(c) below. The Deposit shall be held as hereinafter provided, shall be applied toward the Purchase Price, if in cash, or returned to Purchaser, if a letter of credit, upon Closing, and otherwise shall be returned to Purchaser or released to Sellers as provided in the Agreement. If Purchaser fails to deliver the Deposit by 5:00 p.m. Seattle, Washington time on the third (3rd) Business Day next following the Effective Date, this AgreementAgreement shall terminate and, Buyer except as otherwise provided herein, be of no further force or effect. (b) If any portion of the Deposit is provided in the form of immediately available funds, that portion of the Deposit shall deposit into be deposited by Escrow Agent with the Depository and shall be invested by the Depository in United States Treasury Bills or other obligations backed by the full faith and credit of the United States government, in all cases with maturities of ninety (as defined below90) days or less. (c) If any portion of the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Deposit is provided in the form of a wire transfer payable letter of credit, the letter of credit (i) shall be issued by Well▇ ▇▇▇go Bank, N.A. or another financial institution acceptable to Chicago Title Insurance Company Sellers in their sole, good faith discretion, (“ii) shall provide that it may be drawn by Escrow Holder”). Unless this Agreement Agent by sight draft presented at a branch of Well▇ ▇▇▇go Bank, N.A. located in San Francisco, California certifying only that the Escrow Agent is entitled to draw thereon, (iii) shall have been terminated pursuant an expiration date not earlier than one (1) year after the date of issuance, and (iv) shall otherwise be substantially in the form of Exhibit C attached hereto. If, by the date that is thirty (30) days prior to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)original letter of credit provided by Purchaser, Buyer shall deposit with the original letter of credit has not been returned to Purchaser or drawn by Escrow Holder additional cash or other immediately available funds Agent in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination terms of this Agreement and Purchaser has not delivered to Escrow Agent, at its offices in San Francisco, California, either a replacement letter of credit identical to the original letter of credit or an amendment or endorsement to the original letter of credit, in each case extending the expiration of the letter of credit for not less than one (1) year, Escrow Agent, without further direction or authorization from Purchaser or Sellers, shall draw upon the letter of credit prior to its expiration and the proceeds thereof shall thereafter be held in escrow by Buyer Escrow Agent at its account, with Depository in accordance with any right to so terminate provided hereinSeattle, (c) the failure of any of Buyer’s Closing Conditions (Washington, as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over (or a portion thereof) on the terms herein provided. If, under the terms of the Agreement, Purchaser is entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , Escrow Agent shall also be deemed deliver the letter of credit and all replacements, amendments and endorsements thereto (or the proceeds thereof, if the letter of credit has been drawn by Escrow Agent) promptly to include a return Purchaser. If, under the terms of this Agreement, Sellers are entitled to the release of the “Deposit” under , Escrow Agent shall promptly draw the “Other Property Purchase Agreements” (letter of credit in full and pay the proceeds thereof to Sellers. Purchaser hereby releases and waives all claims against Escrow Agent arising out of or based upon Escrow Agent's good faith decision to draw a letter of credit provided by Purchaser as defined herein)the Deposit; provided, however, that Escrow Agent shall remain responsible for the disposition of the proceeds of the letter of credit in accordance with the terms of this Agreement.

Deposit. Within one (1a) business day following the mutual Upon execution and exchange of this Agreement, Buyer Acquiror shall deposit into deliver the Cash Deposit to the Escrow (as defined below) Agent, by wire transfer of immediately available funds to the account designated by the Escrow Agent on Exhibit A attached hereto, to be held by the Escrow Agent in accordance with the terms hereof. The amount of Seven Thousand One Hundred Forty Three the Cash Deposit may increase or decrease as a result of investment and No/100 Dollars reinvestment thereof in accordance with the terms hereof and as said amount may be reduced by charges thereto and payments and setoffs therefrom to compensate or reimburse the Escrow Agent for amounts owing to it pursuant hereto ($7,143.00if such amounts are not paid by Acquiror and Stockholders’ Agent in a timely manner as set forth herein). (b) (Upon execution of this Agreement, Acquiror shall issue the “Initial Deposit”), shares of Acquiror Stock included in the form Stock Deposit and deliver stock certificates representing such shares of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to Acquiror Stock registered in the provisions hereof prior thereto, no later than three (3) business days after the expiration names of the “Due Diligence Period” Effective Time Holders in the respective share amounts set forth opposite the names of the Effective Time Holders on Schedule I attached hereto to be held by Escrow Agent in accordance with the terms hereof. During the Escrow Period (as hereinafter defined), Buyer the Stockholders’ Agent, as agent for the Effective Time Holders, shall deposit not offer, sell, offer to sell, contract to sell, assign, pledge, grant any option to purchase or otherwise dispose of or transfer any interest in the shares of Acquiror Stock contributed by (or on behalf of) the Effective Time Holders to the Stock Deposit, including without limitation record or beneficial ownership thereof. (c) Schedule I attached hereto sets forth a list of each of the Effective Time Holders and indicates, with Escrow respect to each Effective Time Holder, (i) whether such Effective Time Holder additional cash is an Accredited Company Securityholder or other immediately available funds in a Non-Accredited Company Securityholder), (ii) the respective Pro Rata Shares of such Effective Time Holder, and (iii) the amount of One Hundred Thousand cash and No/100 Dollars ($100,000) (shares of Acquiror Stock contributed to the Escrow Fund on behalf of such Effective Time Holder. With respect to each Effective Time Holder, such amount shall be referred to herein as the “Additional DepositContribution Amount”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one two (12) business day following days after the mutual execution hereof by both Seller and exchange Purchaser and as a condition precedent to the effectiveness of this Agreement, Buyer Purchaser shall deposit into deliver to Escrow Agent (as defined belowi) a wire transfer or check in the amount sum of Seven Thousand One Hundred Forty Three Fifty Dollars ($50.00) payable to the order of Seller representing the independent consideration for Seller’s execution of this Agreement and agreement to provide Purchaser with the Study Period (which check or the proceeds of which wire transfer shall thereafter be delivered by Escrow Agent to Seller) and (ii) a wire transfer or check in the sum of Two Million and No/100 Dollars ($7,143.002,000,000.00) (the “Initial Deposit”), in the form proceeds of a which wire transfer payable or check Escrow Agent shall deposit and invest in an interest bearing account at a financial institution acceptable to Chicago Title Insurance Company Purchaser or as otherwise agreed to in writing by Seller and Purchaser. Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer if this Agreement has not been sooner terminated, Purchaser shall deposit with Escrow Holder Agent, by wire transfer an additional cash or other immediately available funds deposit in the amount of One Hundred Thousand Two Million and No/100 Dollars ($100,0002,000,000.00) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, the Additional Deposit (when it is deposited by Purchaser with Escrow Agent) are collectively and individually referred to herein as the “Deposit”). Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account hold and shall invest the Deposit in an insuredpursuant to the terms, conditions and provisions of this Agreement. All accrued interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon on the Deposit shall be credited to Buyer’s account and deemed to be become part of the Deposit. In The Deposit shall be returned to Purchaser if Purchaser fails, prior to the event end of the consummation Study Period, to notify Seller in writing, pursuant to Section 2.4 hereof, that Purchaser is not electing to terminate this Agreement. The Deposit shall be either (a) applied at the Closing against the Purchase Price, (b) returned to Purchaser pursuant hereto, or (c) paid to Seller pursuant hereto. If Purchaser does not terminate this Agreement prior to the expiration of the purchase and sale of the Property as contemplated hereunderStudy Period, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).non-refundable to

Deposit. 2.3.1 The Deposit shall be payable as follows: Within one two (12) business day following Business Days after the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Deposit in Escrow, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposittransfer. In the event Buyer does not deposit the Initial Deposit in Escrow within such two (2) Business Day period, this Agreement shall be deemed terminated. 2.3.2 If Buyer shall have delivered the DD Waiver Notice on or prior to the Benchmark Date and the Maryland Law Vote is obtained prior to the date which is on or before five (5) days after the Benchmark Date, or, if later, the date to which the Seller Stockholder Meeting has been postponed or adjourned pursuant to the terms hereof, Seller shall notify Buyer in writing that the Maryland Law Vote has been obtained and Buyer shall within two (2) Business Days of such written notice, deposit the Additional Deposit in Escrow, in the form of a wire transfer. Notwithstanding anything to the contrary provided for herein, Buyer shall have the right in its sole and absolute discretion to terminate this Agreement and receive a return of the consummation Deposit at any time, for any or no reason, on or prior to the Benchmark Date. 2.3.3 The Deposit shall be held by Escrow Holder and applied towards the Purchase Price at the Closing or otherwise applied in accordance with the terms of this Agreement. In the event Escrow fails to close solely because of a default by Buyer under this Agreement, provided that Seller is not in default under this Agreement and all conditions in Section 3.3 to Buyer’s obligation to close under this Agreement that can be met as of the purchase date of such default and sale of other than those conditions that by their terms are to be satisfied at the Property as contemplated hereunderClosing are otherwise satisfied, the Deposit shall be paid retained by Seller as Liquidated Damages in accordance with Section 11.1. The Deposit made by Buyer shall be returned to Existing Owner and credited against Buyer if Buyer is not, at the Purchase Price on time of termination of this Agreement, in default of its obligation to consummate the Closing Date. In and as a result of Seller’s failure to perform its obligations hereunder, or the event failure of any condition to Buyer’s obligation to close under this Agreement to be satisfied not due to any action of Buyer, the sale of the Property is Closing does not consummated because of (a) a Seller defaultoccur, (b) the or any termination of this Agreement pursuant to Section 2.3.2, 3.3.11, 4.1, 7 or 10 (other than pursuant to Section 10.1(c)(i)). 2.3.4 Buyer shall deposit into Escrow an amount (the “Cash Balance”), in immediately available federal funds equal to the Purchase Price minus the Deposit and minus the Debt and Other Obligations and which amount shall be decreased by Buyer in accordance with any right to so terminate provided herein, (c) the failure amount of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by credits due Buyer, then and increased by the Deposit shall be immediately and automatically paid over amount of any items chargeable to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate Buyer, under Section 3.10 in this Agreement. All references Buyer shall deposit or cause to be deposited the Cash Balance into Escrow in this Agreement to a “return the form of immediately available federal funds no later than one (1) Business Day before the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Closing Date.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall pay a deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 30,000.00 (the “Initial Deposit”), in the form of a ) via wire transfer payable to Chicago Title Insurance Company the ▇▇▇▇ ▇. ▇▇▇▇▇▇ COLTAF Trust Account (“Escrow HolderAccount”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, ) no later than three (3) business days after the expiration 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 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 for any reason or no reason (the “Due Diligence Period” (as hereinafter defined).”) After the Due Diligence Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds the Deposit will be 1 non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and 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 amount SEC Filings or otherwise that changes the structure and intent of One Hundred Thousand this Agreement and No/100 Dollars ($100,000) (the “Additional Deposit”transaction, and together with that the Initial Deposit and all interest accrued thereonSellers cannot correct, the “Deposit”). Escrow Holder shall deposit the Deposit in Purchaser may cancel this Agreement and request a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part full refund of the Deposit. In The Purchaser will notify the event Sellers of the consummation subject of concern and their intention to cancel this Agreement and the request for the refund of the purchase Deposit, in writing, addressed to the individuals and sale addresses listed Article VI, 6.09 of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return The Sellers shall have ten business days after receiving the request for the refund of the Deposit” shall also Deposit to correct the discrepancy or the Deposit will be deemed refunded to include a return of the “Deposit” under Purchaser by the “Other Property Purchase Agreements” (Escrow Agent. The account wire transfer instructions for the Deposit herein and payment pursuant to Sections 1.04 and 3.02(b)(i) are as defined herein).follows: BANK:

Deposit. Within one (1) business day following Business Day of the mutual Effective Date, Purchaser shall deliver to Escrow Agent (i) a wire transfer or check in the sum of One Hundred Dollars ($100.00) payable to the order of Seller representing the independent consideration for Seller’s execution and exchange of this Agreement, Buyer Agreement (which check or the proceeds of which wire transfer shall deposit into thereafter be delivered by Escrow Agent to Seller and shall not be a part of the Deposit) and (as defined belowii) a wire transfer or cashier’s or certified check in the amount sum of Seven Thousand One Hundred Forty Three Six Million and No/100 Dollars ($7,143.006,000,000.00) (the “Initial Deposit”)such amount, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash plus all interest or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued earnings that may accrue thereon, the “Deposit”), which shall be non-refundable to Purchaser except as otherwise expressly provided herein. Escrow Holder shall If Purchaser fails to timely deposit the Deposit in a non-commingled trust account with Escrow Agent, Seller shall be entitled, as Seller’s sole and shall invest exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Deposit is delivered to Escrow Agent, in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon which event neither party shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated have any obligations hereunder, the except those which expressly survive a termination of this Agreement. The Deposit shall be paid invested by Escrow Agent in a commercial bank or banks acceptable to Existing Owner Purchaser at money market rates, or in such other investments as shall be approved in writing by Purchaser. The Deposit shall be held and credited disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. The Deposit shall be either (a) applied at the Closing against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultPrice, (b) the termination of this Agreement by Buyer in accordance with any right returned to so terminate provided hereinPurchaser pursuant hereto, or (c) the failure of any of Buyer’s Closing Conditions (as defined below) paid to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party Seller pursuant hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day following Business Days of the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Fifty Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.0050,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit collectively with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1) business day following the mutual execution The Deposit and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) interest earned thereon (the “Initial Deposit”)Deposit Interest, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”). Escrow Holder Downpayment) shall be held and disbursed by Seller’s Solicitors, in trust, on the terms hereinafter set forth: (a) Once the Second Deposit is received by Seller’s Solicitor, Seller’s Solicitors shall deposit the Deposit in an interest bearing account of a non-commingled trust account Canadian chartered bank; (b) Seller’s Solicitors shall not commingle the Downpayment with any other funds of Seller’s Solicitors or others; (c) If the Closing takes place as contemplated pursuant to this Agreement, then Seller’s Solicitors shall disburse the Downpayment on the Closing Date to Seller, and Purchaser shall invest receive a credit against the Deposit Purchase Price in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such amount equal to the Downpayment; and (d) IF the transaction contemplated by this Agreement is not completed for any reason other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part than the default of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid returned forthwith to Existing Owner the Purchaser together with any interest accrued thereon and credited against the Purchase Price on Purchaser shall retain all of its rights under this Agreement or at law. If the Closing Date. In transaction contemplated by this Agreement is not completed due to the event the sale default of the Property is not consummated because Purchaser, the Vendor shall be entitled to retain the Deposit together with any interest accrued thereon and the Vendor shall retain all of (a) a Seller default, (b) the termination of its right under this Agreement by Buyer or at law; (e) The Purchaser and Vendor acknowledge and agree that in accordance with any right holding the Deposit, the Vendor’s Solicitors shall be a mere stakeholder. If a dispute arises as to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then whom and/or when the Deposit or any portion thereof is payable then, absent a joint written direction from the Purchaser and the Vendor to the Vendor’s Solicitors to the contrary, the Vendor’s Solicitors shall be immediately entitled to pay all sums then held by them in trust for the parties into Court and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references thereafter released from all claims or all liability whatsoever in this Agreement to a “return of connection therewith and the Deposit” shall also be deemed to include a return of Purchaser and Vendor hereby so irrevocably direct and authorize the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Vendor’s Solicitors in that regard.

Deposit. Within one (1) business day Business Day following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow deliver to First American Title Insurance Company, Seattle Office (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00Attention: ▇▇▇▇▇ ▇▇▇▇▇) (the “Initial DepositEscrow Agent”), by federal funds wire transfer, a cash deposit in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One [Twenty Three Million Ninety Thousand Six Hundred Thousand and No/100 Dollars Forty Eight AND NO/100 DOLLARS ($100,000) 23,090,648.00)]3 (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued thereon, the “Deposit”). The Deposit upon delivery by Purchaser shall be invested by Escrow Holder Agent as reasonably directed by Purchaser among the investment options available at the Title Company for escrow accounts. All interest and other amounts earned on the Deposit, if any, shall deposit be added to, and become part of, the ▇▇▇▇▇▇▇ Money. Until such time as it is disbursed to Seller pursuant to the terms and conditions of this Agreement, all right, title, and interest in the Deposit shall remain in a non-commingled trust account Purchaser. On or before October 22, 2012, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, an additional cash deposit in immediately available funds in the amount of [Twenty Seven Million Four Hundred Nine Thousand Three Hundred Fifty Three AND NO/100 DOLLARS ($27,409,353.00)]3 (the “Extension Payment”). If Purchaser shall fail to deliver the Extension Payment with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Extension Payment, terminate this Agreement by written notice to Purchaser and shall invest Escrow Agent, and retain the Deposit in an insuredas Seller’s sole and exclusive remedy, interest bearing money market accountsand thereafter neither party shall have any further rights or obligations to the other hereunder, certificates except for those which expressly survive the termination of depositthis Agreement. If the Extension Payment is timely made, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon it shall be credited added to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Escrow Agent shall hold the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then this Agreement and shall disburse the Deposit shall be immediately and automatically paid over to Buyer without Seller at Closing. 3 This term varied to reflect the need specifics for any further action the property covered by either Party heretoeach respective agreement. The sole remedy for a failure by Buyer to make dollar amount shown here reflects the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)aggregate amount across all agreements.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no No later than three (3) business days Business Days after the expiration Effective Date, a fully-executed copy of this Agreement shall be delivered to Escrow Holder (the "Opening of Escrow"). This Agreement shall constitute joint escrow instructions to Escrow Holder. The parties shall also execute the Escrow Holder's general conditions (as same may be modified pursuant to comments by the parties hereto) (the "General Conditions"); provided, however, if there is any inconsistency between the provisions of the “Due Diligence Period” (as hereinafter defined)General Conditions and this Agreement, the provisions of this Agreement shall control. Concurrently with the Opening of Escrow, Buyer shall deposit with Escrow Holder additional cash the sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the "First Deposit"). The First Deposit shall not be refundable to Buyer under any circumstances unless either of the following occur during the Inspection Period: (i) the Environmental Report is not acceptable to Buyer in Buyer's good faith discretion or other immediately available funds (ii) Buyer's accountants determine in good faith that the Historical Financial Information contains a deviation or discrepancy such that Net Operating Income for both Properties in the aggregate was less than $559,220.00 for fiscal year 2008 (each of the foregoing (i) and (ii), a "Termination Condition"). If Buyer elects (or is deemed to have elected) not to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 5.6 below, Buyer shall deposit with the Escrow Holder no later than the date that is one (1) Business Day following expiration of the Inspection Period, the additional amount of One Hundred Thousand and No/100 00/100 Dollars ($100,000100,000.00) (the “Additional "Second Deposit”, ," and together with the Initial First Deposit and all interest accrued thereonearned thereon while in escrow, the “"Deposit”)") to secure Buyer's obligations under this Agreement. If Buyer fails to deliver the Second Deposit to the Escrow Holder within one (1) Business Day following the end of the Inspection Period, this Agreement shall, at Seller's election in its sole discretion, terminate, in which event the First Deposit shall deposit the be paid to and retained by Seller as liquidated damages (as Seller's sole remedy at law and in equity) and, except for any provisions of this Agreement that expressly survive termination hereof, Seller and Buyer shall have no further obligations or liabilities to each other hereunder. The Deposit shall be invested by Escrow Holder in a non-commingled trust an interest bearing account and shall invest be applied to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of Purchase Price if the DepositClosing occurs. In the event of that the consummation of Closing does not occur by the purchase and sale of the Property as contemplated hereunderClosing Date, the Deposit shall be paid to Existing Owner and credited against disbursed as provided herein. Upon the Purchase Price on the Closing Date. In the event the sale expiration of the Property is not consummated because of (a) a Seller defaultInspection Period, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over non-refundable to Buyer without except in the need for any further action event that the Closing fails to occur (i) solely due to a default hereunder by either Party hereto. The sole remedy for Seller, (ii) due to a failure of a condition precedent to Closing for Buyer's benefit that is not waived by Buyer or (iii) due to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate any other circumstance expressly set forth in this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following Concurrently with the mutual execution of this Agreement by Buyer and exchange Seller, Buyer shall deliver to Seller a performance guarantee deposit in the amount of [***] of the Purchase Price (the “Deposit”). The Deposit shall be paid by Buyer to Seller by means of a completed federal funds transfer to the account of Palo Petroleum, Inc. on behalf of Seller, Account No. [***] Bank, ABA Routing Number [***]. (b) If, on the Closing Date or thereafter, Buyer is in material breach of this Agreement and fails to close, Seller shall have the option to terminate this Agreement, in which case Seller shall retain the Deposit as liquidated damages on account of Buyer’s failure to perform its obligations under this Agreement or Buyer’s breach of any representation under this Agreement, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform or breach. Buyer shall deposit into Escrow 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) that the Deposit is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty. (c) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur on or before the Closing Date, for any reason other than as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”set forth in Section 2.02(b), then Seller shall return the Deposit to Buyer in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than immediately available funds within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)event giving rise to such payment to Buyer. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller shall thereupon have the rights and interest thereon shall be credited to Buyer’s account and deemed to be part of obligations set forth elsewhere herein. (d) If the Deposit. In the event of the consummation of the purchase and sale of the Property as transactions contemplated hereunderby this Agreement are consummated, the Deposit shall be paid to Existing Owner retained by Seller and credited against shall be considered as prepayment of a portion of the Purchase Price on Price, and the amount payable by Buyer at the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without reduced by the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return amount of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following the mutual Upon execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), is depositing in the form of a wire transfer payable to Chicago escrow established with Title Insurance Company (“Escrow Holder”). Unless for this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional transaction cash or other immediately available funds in the amount of One Hundred Thousand $50,000.00. Title Company shall invest all funds so deposited in an interest-bearing cash-management account reasonably acceptable to Buyer and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit Seller. The funds so deposited and all interest accrued thereon, thereon are referred to collectively as the “"Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. ." In the event that (a) the conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) Seller shall have performed fully or tendered performance of the consummation of the purchase its obligations hereunder and sale of the Property as contemplated (c) Buyer shall be unable or fail to perform its obligations hereunder, then the entire amount of the Deposit shall be paid to Existing Owner and retained by Seller. Buyer hereby certifies to the Title Company that Buyer's FEIN number is ▇▇-▇▇▇▇▇▇▇. 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 ESTIMATE OR DETERMINE, THAT THE AMOUNT OF THE DEPOSIT 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 DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER. ACCEPTED AND AGREED TO: /s/ RAF /s/ TLS ------------- ------------ Seller Buyer In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the Deposit shall be credited against the Purchase Price on Price. The entire amount of the Closing Date. In Deposit shall be returned immediately to Buyer in the event the sale of the Property is not consummated because of that (a) a Seller defaultthe conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) the termination Buyer shall have performed fully or tendered performance of this Agreement by Buyer in accordance with any right to so terminate provided herein, its obligations hereunder and (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Seller shall be immediately and automatically paid over unable or fail to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate perform its obligations under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Thousand and No/100 No/100ths U.S. Dollars ($100,000100,000.00) (the “Additional Deposit”, and together collectively with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1i) business day following the mutual execution and exchange of this Agreement, Buyer Escrow Agent shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit hold the Deposit in a non-commingled trust account and shall invest the Deposit escrow in an insured, interest bearing insured money market accounts, certificates of deposit, United States Treasury Bills or such other instruments interest-bearing accounts as directed by Buyer and reasonably acceptable may instruct from time to Existing Owner and interest thereon shall be credited time until the earlier to Buyer’s account and deemed to be part occur of (i) a Closing Date, at which time the Deposit. In the event of the consummation of the purchase and sale of the applicable Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited applied against the applicable Allocated Purchase Price Price, or (ii) the date on which Title Company is authorized to disburse the Closing Dateapplicable Property Deposit as set forth in subsection (ii) below. In the event the sale The tax identification numbers of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit parties shall be immediately and automatically paid over furnished to Title Company upon request. (ii) Buyer without may, at any time on or before the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return expiration of the Deposit” shall also be deemed to include Inspection Period, demand a return of the “Deposit and Escrow Agent immediately shall return the Deposit to Buyer, without the necessity of providing any notice to Seller and without waiting 5 Business Days. Further, if Buyer is unable to assume any applicable Loan Obligation as described in Section 9.2(d), then at any time thereafter Buyer may demand the return of the applicable Property Deposit and Escrow Agent immediately shall return such Property Deposit to Buyer. If the Deposit or applicable Property Deposit has not been released earlier in accordance with this subsection (ii), and any Closing does not occur, and either party makes a written demand upon Escrow Agent for payment of the Deposit or applicable Property Deposit” under , as the “Other case may be, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment on or before the 5th Business Day after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such 5 Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties or a final judgment or arbitrators’ decision. However, Escrow Agent shall have the right at any time to deposit the Deposit with the clerk of a state court in the state in which the Property Purchase Agreements” (as defined herein)is located. Escrow Agent shall give written notice of such deposit to Seller and Buyer. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

Deposit. Within one two (12) business day following days of the mutual execution by Buyer and exchange Sellers of an original or an originally executed counterpart of this Agreement, Buyer shall deposit into with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by a confirmed wire transfer of funds (hereinafter referred to as defined below) “Immediately Available Funds”), the amount sum of Seven Two Million Three Hundred Seventy Five Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.002,375,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defineddefined in Section 6 below), Buyer shall deposit with Escrow Holder Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by Immediately Available Funds, the additional cash or other immediately available funds in the amount sum of One Two Million Three Hundred Seventy Five Thousand and No/100 no/100 Dollars ($100,0002,375,000.00) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, the Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably account with a financial institution acceptable to Existing Owner Sellers and Buyer, and all interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be credited applicable to the Purchase Price from and after the expiration of the “Contingency Period” (as defined in Section 6(a) below) unless (a) the Escrow 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’s account and deemed to be part of the Deposit. In the event of Buyer’s failure to close the consummation 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 the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid constitute “Liquidated Damages” as provided in and subject to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale provisions of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined Section 15 below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one two (12) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Business Days (as defined belowhereinafter defined) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Out Date (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Fifty Thousand and No/100 No/100ths U.S. Dollars ($100,000150,000.00) (the “Additional Deposit”, and together "Downpayment") to be delivered by wire transfer to Escrow Holder (as hereinafter defined) to be held by the Escrow Holder in accordance with the Initial Deposit terms and all conditions of this Agreement. The Downpayment shall be held in an interest accrued thereonbearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit toward the “Deposit”)Purchase Price. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions and no others: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller's right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence reasonably satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All reasonable attorney's fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange delivery of this AgreementAgreement by Buyer, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) deliver to First American Title Insurance Company (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds funds, to be held in escrow and delivered in accordance with this Agreement, a cash deposit in the amount of One Five Hundred Thousand and No/100 00/100 Dollars ($100,000500,000.00) (the “Additional Deposit”, and such deposit together with the Initial Deposit and all interest accrued earned thereon, hereinafter collectively referred to as the “Deposit”). The Deposit shall be non-refundable to Buyer except as provided in this Agreement, and shall be held and distributed as follows: 2.1.1 The Deposit shall be held by the Escrow Holder shall deposit Agent in a segregated interest bearing account at a financial institution approved in writing by Buyer; provided, however, that until such written approval and a signed IRS form W-9 is received by the Escrow Agent from Buyer, the Deposit in a non-commingled trust account and shall invest will not be placed into such interest bearing account. All interest earned on the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In Deposit and shall accrue to the event benefit of the consummation party receiving the same. 2.1.2 If the Closing takes place in accordance with the terms and conditions of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Escrow Agent shall deliver and pay the Deposit to Seller on the Closing Date (as defined below), and the original principal amount thereof and all interest earned thereon shall be paid credited to Existing Owner and credited Buyer against the Purchase Price on due Seller in accordance with the terms and conditions of this Agreement. 2.1.3 If this Agreement is terminated by Buyer in accordance with the terms and conditions of this Agreement prior to the expiration of the Inspection Period (as defined below), then the Escrow Agent shall promptly deliver the Deposit to Buyer. 2.1.4 If this Agreement is terminated by Buyer in accordance with the terms and conditions of Section 7 of this Agreement, then the Escrow Agent shall deliver the Deposit to Buyer promptly in accordance with the provisions of this Agreement. 2.1.5 If the Closing Date. In the event the sale does not take place under this Agreement by reason of the Property is not consummated because failure of (a) either party to comply with its obligations hereunder, the Escrow Agent shall promptly deliver the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. 2.1.6 Except for a Seller default, (b) the demand made by Buyer pursuant to a termination of this Agreement by Buyer prior to the expiration of the Inspection Period, upon receipt of a written demand from Seller or Buyer claiming the Deposit, the Escrow Agent shall promptly forward written notice of Escrow Agent’s receipt of such demand together with a copy thereof to the other party hereto. Unless such other party, within ten (10) days after actual receipt of such notice, notifies the Escrow Agent in accordance with any right to so terminate provided herein, (c) the failure writing of any of Buyer’s Closing Conditions (as defined below) objection to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return such requested delivery of the Deposit” , the Escrow Agent shall also deliver the Deposit to the party demanding the same and thereupon shall be deemed released and discharged from any further duty or obligation hereunder by all parties hereto. Notwithstanding anything to include a return the contrary contained herein, the Escrow Agent shall not deliver the Deposit pursuant to any such demand for the same unless and until the Escrow Agent has received confirmation that the party not making the demand for the Deposit has actually received notice of said demand and that the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)time for responding to said demand has passed.

Deposit. Within one (1) business day following Contemporaneous with the mutual execution and exchange delivery of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) pay to the amount of Seven Thousand One Hundred Forty Three and No/100 Vendors, Five Million Canadian Dollars ($7,143.005,000,000.00) (the “Initial "Deposit”), in the form ") by way of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available funds to the Escrow Agent, as an ▇▇▇▇▇▇▇ money deposit against the payment of the Purchase Price and, in connection therewith, the amount of One Hundred Thousand Vendors, Purchaser and No/100 Dollars Escrow Agent have entered into the Escrow Agreement. The Deposit is to be dealt with as follows: ($100,000a) if Closing occurs: (i) the “Additional Deposit”, and together with the Initial Deposit and all the interest accrued thereon, earned thereon while held by the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Agent shall be paid to Existing Owner the Vendors on a Pro Rata Basis and credited against the Purchase Price Price; and (ii) the Parties shall direct the Escrow Agent to disburse the Deposit and the interest earned thereon to the Vendors on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Pro Rata Basis; or (b) the termination of if Closing does not occur, and this Agreement is terminated by Buyer the Purchaser or the Vendors in accordance with consequence of Purchaser’s failure to procure Financing sufficient to fund the balance of the Purchase Price in cash at the Closing Time: (i) the Deposit and any right interest earned thereon while held by the Escrow Agent shall be forfeited to so terminate provided hereinand retained by the Vendors and Employee Shareholders on a Pro Rata Basis for their own accounts absolutely as a genuine pre-estimate by the Vendors, Employee Shareholders and Purchaser of the Vendors' and Employee Shareholders’ liquidated damages as a result of Closing not occurring; and payment of such liquidated damages by forfeiture of the Deposit and any interest thereon to the Vendors and Employee Shareholders shall be the Vendors’ and Employee Shareholders’ sole remedy in respect of Closing not occurring and upon such payment being made Purchaser shall be released from all further Liabilities hereunder; and (ii) the Parties shall direct the Escrow Agent to disburse the Deposit and the interest earned thereon to the Vendors and Employee Shareholders on a Pro Rata Basis; or (c) the failure of any of Buyer’s if Closing Conditions (as defined belowdoes not occur and this Agreement is terminated in circumstances where Section 2.4(b) to occur or (d) any other reason other than a default by Buyerdoes not apply, then the Deposit and the interest earned thereon while held by the Escrow Agent shall be immediately paid by the Escrow Agent to Purchaser, and automatically paid over the Parties shall direct the Escrow Agent to Buyer without disburse the need for any further action by either Party hereto. The sole remedy for a failure by Buyer Deposit and the interest earned thereon to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Effective Date, Buyer shall deposit with Escrow Holder additional cash by cashier's check or other wire transfer of immediately available federal funds into the Escrow provided for in Section 5 the amount sum of One Two Million Five Hundred Thousand and No/100 00/100 Dollars ($100,0002,500,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”"DEPOSIT"). Escrow Holder shall deposit After the Deposit in a non-commingled trust account is made, Two Hundred Thousand Dollars ($200,000.00) of the Deposit (the "NONREFUNDABLE CONSIDERATION") shall be immediately disbursed to Seller and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited nonrefundable to Buyer’s account and deemed to be part , notwithstanding any other provision of the Deposit. In this Agreement except in the event of a default by Seller. The parties acknowledge that the consummation of the purchase Nonrefundable Consideration is intended as consideration for Seller entering into this Agreement and sale of committing to take the Property off the market and to sell the Property upon the terms and conditions in this Agreement. As such, the Nonrefundable Consideration shall be deemed earned upon the execution of this Agreement, regardless of whether this Agreement is subsequently terminated for failure of a contingency or a closing condition (other than a default by Seller). If Buyer has not terminated this Agreement pursuant to Section 3.1 or 4.2 below on or prior to the Due Diligence/Feasibility Date (as contemplated defined in Section 4.2 below), Escrow Holder shall, without any requirement for further instructions, release the remaining Deposit (other than the previously released Nonrefundable Consideration) to Seller, which funds shall become non-refundable in all instances other than a termination of this Agreement due to Seller's default hereunder or the failure of an express condition precedent to Buyer's obligation to close Escrow under this Agreement. The Deposit will be credited against the Purchase Price. If requested by Buyer, prior to any disbursement to Seller hereunder, the Deposit shall be paid deposited by Escrow Holder into an interest-bearing account selected by Buyer. The interest earned prior to Existing Owner and disbursement to Seller shall be credited against the Purchase Price at the time of Closing or in the event that this Agreement is terminated, the interest shall be paid to the Buyer, unless such termination is a result of Buyer's default under the terms hereof. Buyer shall not be entitled to any interest on the Closing DateDeposit from and after its disbursement hereunder to the Seller. In the event the sale addition to all of the Property is not consummated because of (a) a Seller default, (b) the termination of Seller's rights and remedies under this Agreement by Buyer in accordance with any and applicable law, Seller shall have the right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need this Agreement if for any further action by either Party hereto. The sole remedy for a failure by reason Buyer shall fail to make the Initial Deposit or the Additional Deposit as and required to be made by Buyer when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)due hereunder.

Deposit. Within one (1) business day following On or prior to the mutual execution and exchange expiration of this Agreementthe Inspection Period, Buyer shall deliver to Title Company, for deposit into Escrow (as defined the escrow described in Section 6.1 below) , the amount additional sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,143.001,500,000) (the “Initial Deposit”), in . If Buyer fails to deliver the form of a wire transfer payable Deposit to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than Holder within three (3) business days after following the expiration of the “Due Diligence Inspection Period” , Seller shall have the right to terminate this Agreement upon five (as hereinafter defined5) days prior written notice to Buyer, in which event (unless Buyer delivers the Deposit to Escrow Holder within such three (3) business day period ), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”this Agreement, and together with the Initial Deposit obligations of the parties hereunder, shall terminate (and all interest accrued thereon, the “Deposit”no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). Escrow Holder shall deposit Upon delivery to the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Title Company the Deposit shall be paid non-refundable to Existing Owner and credited against Buyer except as expressly set forth otherwise in this Agreement. The Deposit shall be applicable to the Purchase Price on the Closing Dateunder this Agreement. In The Deposit, together with all interest accrued thereon in escrow, shall be returned immediately to Buyer in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowthe conditions precedent set forth in Section 3.1(a) to occur above, or (db) any other reason other than a default by Buyer, then the Deposit Seller shall be immediately and automatically paid over unable or fail to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in perform its obligations under this Agreement to a “return resulting in the failure of the Deposit” shall also be deemed Closing to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).occur. IN THE EVENT CLOSING FAILS TO OCCUR DUE TO A DEFAULT BY BUYER, THE ENTIRE AMOUNT OF THE DEPOSIT, PLUS ACCRUED INTEREST, SHALL BE RELEASED TO AND 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 AS A RESULT OF BUYER’S DEFAULT, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. THE DELIVERY OF THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RECEIVE AND RETAIN THE DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT THE CLOSING FAILS TO OCCUR DUE TO A BREACH OF THIS AGREEMENT BY BUYER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 5.2, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR

Deposit. Within one Purchaser and Seller hereby acknowledge that concurrently with the execution hereof, Purchaser has delivered to the law firm of Robinson Brog Leinwand Green▇ ▇▇▇▇▇▇s▇ & G▇▇▇▇ ▇.▇., ▇▇ ▇s▇▇▇▇ ▇▇▇nt (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into ▇▇▇ "Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”Agent"), either (i) cash, or (ii) an irrevocable letter of credit from a bank in the a form of a wire transfer payable reasonably acceptable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretoSeller, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in either case in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 100,000.00), which amount or letter of credit shall be held for the benefit of Purchaser and Seller (collectively, the "Deposit"), pursuant to the terms of this Agreement and an escrow agreement dated as of the date hereof by and among Purchaser, Seller and the Escrow Agent (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”"Escrow Agreement"). Escrow Holder The Deposit shall deposit at Closing be credited as a partial payment of the Deposit in Purchase Price (and if a non-commingled trust account and shall invest the Deposit in an insuredletter of credit is provided, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Seller shall be credited entitled at the Closing to Buyer’s account and deemed to be part draw on such letter of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited credit for application against the Purchase Price on unless Purchaser and Seller agree otherwise). The Deposit, if provided in cash, shall, at all times prior to its release or return in accordance with the Closing Dateterms of this Agreement, be held by the Escrow Agent in escrow in a segregated non-interest bearing account, and in any event held in accordance with the terms of this Agreement and the Escrow Agreement, and no other money or funds shall be commingled in such account. In All interest earned, if any, shall remain, at all times, property of the Purchaser. The Deposit shall be fully refunded to Purchaser: (i) in the event of a termination of this Agreement arising from the sale failure of any condition set forth in Section 4.1 hereof not caused by the Property wrongful act or omission of Purchaser; (ii) in the event any Person other than Purchaser or its assigns is not consummated because approved by the Bankruptcy Court to be the successful bidder for the Assets; (iii) in the event of (a) a Seller default, (b) the termination of this Agreement by Buyer Purchaser pursuant to Section 6.2 (b); (iv) in the event that the Closing does not occur or this Agreement is terminated as a result of Seller's breach or default of any of its obligations hereunder, or as a result of any other action, inaction or other failure or inability to perform on the part of Seller; or (v) in the event that Seller terminates this Agreement pursuant to Section 6.2(c)(i) (except pursuant to a breach of Section 4.2(d) or 6.2(c)(ii)). If this Agreement is terminated for any other reason, including the failure of Purchaser to close after all of the conditions precedent in Section 4.1 have either been satisfied or waived, the Deposit, including any interest earned thereon, shall be delivered to Seller. Delivery of the Deposit to Seller in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit foregoing shall be immediately constitute full and automatically paid over to Buyer without the need exclusive compensation for any further action and all losses and expenses incurred by either Party hereto. The sole remedy for Seller, and as such shall constitute full and liquidated damages and not a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)penalty.

Deposit. Within one two (12) business day following “Business Days” (as hereinafter defined) after the mutual execution date this Agreement is executed by Seller and exchange of this AgreementPurchaser, Buyer Purchaser shall deposit with Old Republic Title Company (in its capacity as escrow agent, “Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the “Escrow Account”), the Initial Deposit, which Initial; Deposit shall be held by Escrowee pursuant to the escrow agreement (the “Escrow Agreement”) set forth in Section 10.23. If Purchaser shall fail to deposit the Initial Deposit with Escrowee within two (2) Business Days after the date this Agreement shall be executed and delivered by Seller and Purchaser, at Seller’s election by written notice delivered at any time before the Initial Deposit is actually deposited into the Escrow Account by Purchaser, this Agreement shall be null, void ab initio and of no force or effect. In the event Purchaser elects to proceed with the transaction and delivers an “Approval Notice” (as defined below) on or before the amount expiration of Seven Thousand One Hundred Forty Three and No/100 Dollars the Due Diligence Period in accordance with the provisions of Section 4.2.3 below, within one ($7,143.001) Business Day following the expiration of the Due Diligence Period Purchaser shall deposit with Escrowee the Additional Deposit. The Initial Deposit shall become nonrefundable upon delivery of the Approval Notice (except to the “Initial Deposit”extent specifically set forth in this Agreement), and the Additional Deposit shall become nonrefundable upon deposit with Escrowee (except to the extent specifically set forth in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”this Agreement). Unless this Agreement If Purchaser delivers an Approval Notice and shall have been terminated pursuant fail to deposit the provisions hereof prior thereto, no later than three Additional Deposit with Escrowee within one (31) business days Business Day after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with then, at Seller’s election by written notice delivered at any time before the Additional Deposit is actually deposited into the Escrow Holder additional cash or other immediately available funds in Account by Purchaser, then Seller may retain the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthis Agreement shall terminate (and no party hereto shall have any further obligations in connection herewith except for those obligations and liabilities which, pursuant to the terms of this Agreement, expressly survive such termination [collectively, the “DepositSurviving Obligations”]). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Purchaser elects to extend the Scheduled Closing Date pursuant to Section 5 below, Purchaser shall deposit with Escrowee the Extension Deposit within one (1) Business Day after delivery of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Extension Notice (a) a Seller default, (b) the termination of this Agreement by Buyer defined in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 5).