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 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 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 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 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 The Tenant shall within seven (17) business day following days after the mutual execution issuance of the Possession Notice deposit with the Landlord the sum set out in Item 5 of the Third Schedule. The Deposit shall be held by the Landlord as security for the due performance and exchange observance by the Tenant of all and singular the several stipulations covenants and conditions on the part of the Tenant herein contained and if the Tenant shall fail to perform and observe the said stipulations covenants and conditions and has not commenced the remedy of such breach within fourteen (14) days after receipt of the Landlord’s written notice in that effect (or such shorter period as may be reasonably determined by the Landlord having regard to the extent and nature of the breach), the Landlord shall be entitled (but not obliged) to apply the Deposit or any part thereof towards payment of moneys outstanding or making good any breach by the Tenant or to deduct from the Deposit the loss or expense to the Landlord occasioned by such breach but without prejudice to any other right or remedy which the Landlord may be entitled to. If any part of the Deposit shall be applied or deducted as aforesaid, the Tenant shall within fourteen (14) days of demand by the Landlord furnish to the Landlord in cash or by way of a fresh bank guarantee an amount equivalent to the sum so applied and/or deducted from the Deposit ("Replacement Amount") Provided Always that the Tenant is to deposit with the Landlord the Replacement Amount in cash if no bank guarantee is issued for the Replacement Amount in fourteen (14) days. The Landlord shall within thirty (30) days after the Premises have been yielded up to the Landlord in accordance with the provisions of this Lease (or if the restoration works have not been completed in accordance with the provisions of this Agreement, Buyer shall deposit into Escrow (as defined belowcompletion of the restoration works) repay the amount of Seven Thousand One Hundred Forty Three Deposit to the Tenant without interest and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable subject to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated any proper deductions made 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”)this 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 No part of the Deposit. In Deposit shall, without the event written consent of the consummation of Landlord, be set-off by the purchase and sale of Tenant against any Rent, Service Charge or other sums owing to 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)Landlord.

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 (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 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 (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 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 (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 (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 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 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 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 (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 (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 (1) business day following Unless modified by addenda, the mutual total security deposit at the time of 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”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time 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 termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by 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 Lessor upon such 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 Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is Merchants and Southern Bank, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Village 34 Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on 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)calendar.

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 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 (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 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 (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 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. A. Within one seven (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 (37) business days after the expiration of the “Due Diligence Period” Effective Date (as hereinafter defined), Buyer shall deliver to First American Title Insurance Company (“Escrow Agent”) an initial ▇▇▇▇▇▇▇ money deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Unless Buyer notifies Seller in writing of ▇▇▇▇▇’s election to continue this Contract beyond the Inspection Period, Escrow Holder Agent shall deposit return the Initial Deposit to Buyer upon the expiration of the Inspection Period (as defined below). If ▇▇▇▇▇ notifies Seller in writing of ▇▇▇▇▇’s election to continue this Contract beyond the Inspection Period, then upon (i) the expiration of the Inspection Period, Escrow Agent shall release from escrow to Seller, a portion of the Deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00), and (ii) four (4) months after the expiration of the Inspection Period, Escrow Agent shall release from escrow to Seller, a non-commingled trust account and shall invest portion of the Deposit in an insuredthe amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (each, interest bearing money market accountsa “Released Deposit”) (for a total of $75,000.00), 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 each Released Deposit shall be credited non-refundable except in the event of a Seller default or as otherwise expressly provided for in this Contract where Buyer is entitled to Buyer’s account and deemed to be part receive a return of the Deposit. In the event All portions of the consummation of Deposit not yet released to Seller as herein described and being held by the purchase Escrow Agent shall be referred to herein as the "Non-Released Deposit" and sale of all references to the Property as contemplated hereunder, Deposit herein shall collectively mean the Released Deposit and the Non-Released Deposit. The Deposit shall be paid held, disbursed, and returned by Escrow Agent only in accordance with the terms and conditions of this Contract. If the Buyer proceeds to Existing Owner and credited Closing, the Buyer shall be entitled to a credit for the amount of the Deposit against the Purchase Price on Price. B. If the Closing Date. In the event the sale of the Property Deposit is not consummated because delivered by Buyer to Escrow Agent in accordance with the time frames set forth herein, and such failure continues for a period of five (a5) a business days after receipt of written notice from Seller, then either party may terminate this Contract by delivering written notice to the other party. If this Contract is so terminated, this Contract shall be deemed to have terminated, and there shall be no remedy hereunder to either Seller default, (b) or Buyer other than 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)Contract.

Deposit. Within one Escrow Holder shall, at Closing, hold the Deposit in an interest bearing account for the benefit of Seller, until the earlier of: (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined belowi) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars Final Payment Date; or ($7,143.00ii) (the “Initial Deposit”), in the form receipt of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall joint notice from the parties stating that all amounts owing under the Promissory Note have been terminated pursuant fully paid. Upon receipt of notice, executed by both parties, that all amounts owing under the Promissory Note have been paid to Seller, Escrow Holder shall deliver to Seller the provisions hereof prior thereto, no later than three (3) business days after the expiration remaining balance 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 thereonthereon (less any unpaid Seller's Chargers, which shall be deducted by Escrow Holder). Upon receipt of a notice, executed by both parties, that Buyer has failed to make all payments owed under the Promissory Note on or before the Final Payment Date, Escrow Holder shall: (i) prepare a grant deed conveying good and marketable title to Seller with no additional liens or encumbrances, and (ii) upon receiving and recording said grant deed conveying title to the Property to Seller (the “DepositBuyer Grant Deed”), pay the balance of the Deposit and all interest thereon (less any unpaid escrow and title changes) to Buyer. If Escrow Holder does not receive one of the two jointly executed notices specified in this Section 10.4 on or before the Final Payment Date, or if Escrow Holder does not receive the Buyer Grant Deed, in recordable form and fully executed by Buyer within fifteen (15) days following the Final Payment Date, Escrow Holder shall deposit deliver 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 all interest thereon (less any unpaid escrow and title charges) to Seller, and Seller shall be credited permitted to Buyer’s account exercise any 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 all remedies 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 including but not limited to all remedies set forth in 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 Deed of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Trust.

Deposit. Within one On the Effective Date, Buyer has deposited the sum of Four Hundred Thousand and no/100 Dollars (1$400,000.00) business day following (the mutual execution and exchange of this Agreement"Initial Deposit") in good funds with Seller. In addition, on the Effective Date, Buyer shall deposit into Escrow (as defined below) the amount additional sum of Seven Four Million Six Hundred Thousand One Hundred Forty Three and No/100 00/100 Dollars ($7,143.004,600,000.00) (the “"Second Deposit") in good funds with Escrow Holder. (The Initial Deposit and the Second Deposit are sometimes hereafter collectively referred to as the "Deposit.") The Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement together with any interest earned thereon, shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after be fully refundable until the expiration of the “Due Diligence Review Period” (as hereinafter defined). If on or before the expiration of the Review Period, Buyer shall deposit with not have timely delivered a Disapproval Notice, the Deposit shall become non-refundable to Buyer, and shall be retained by the Escrow Holder additional cash and disbursed as provided herein. If on or other immediately available funds in before the amount expiration of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Review Period, Buyer shall have delivered a Disapproval Notice, the Initial Deposit”, and together with the Initial Deposit and all interest accrued thereonearned thereon less escrow cancellation charges, shall be returned to Buyer. If the sale contemplated by this Agreement is consummated in accordance with the terms hereof, the “Deposit shall be applied to the Purchase Price to be paid to Seller on the Closing Date. The Title Company shall, promptly upon receipt of the Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest , place 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 account with all interest accruing to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the benefit of the DepositBuyer. In If the event of the consummation of the purchase and sale of the Property as contemplated hereunder, to Buyer fails to close by reason of a default by Buyer the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateSeller as liquidated damages, as Seller's sole remedy for such default. In the event If the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by to Buyer in accordance with fails to close 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 default by Buyer, then Buyer the Deposit shall be immediately and automatically paid over refunded 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)Buyer.

Deposit. Within one (1) business day following Seller acknowledges that, prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount Purchaser has paid to Seller a nonrefundable payment of Seven Thousand One Hundred Forty Three and No/100 Dollars FIFTY THOUSAND AND NO/DOLLARS ($7,143.0050,000.00) (the “Initial Nonrefundable Deposit”). On the date hereof, in the form Purchaser shall also make a further nonrefundable payment 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 FIFTY THOUSAND AND NO/DOLLARS ($100,00050,000.00) (the “Additional Subsequent Nonrefundable Deposit”) and another payment of TEN THOUSAND AND NO/100 DOLLARS ($10,000), in payment of a portion of the fee owing to Citadel Realty Advisors, Inc. (the “▇▇▇▇ Payment”). The Subsequent Nonrefundable Deposit and together the ▇▇▇▇ Payment shall be deposited with the Escrow Agent and disbursed by Escrow Agent in accordance with separate written instructions from representatives of Purchaser and Seller. The Initial Nonrefundable Deposit and all interest accrued thereonthe Subsequent Nonrefundable Deposit (collectively, the “Nonrefundable Deposit”). Escrow Holder shall deposit ) may be used by Seller to pay or to reimburse Seller for the Deposit payment of costs (including legal fees and disbursements) incurred in a non-commingled trust account and shall invest connection with 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 transaction contemplated hereunder, to the extent of such costs, and any balance may be retained by Seller for any purpose determined by Seller, in its discretion. While the Nonrefundable Deposit and the ▇▇▇▇ Payment are nonrefundable and may be retained by Seller and Citadel Realty Advisors, Inc., respectively, under all circumstances, the Nonrefundable Deposit (but not the ▇▇▇▇ Payment) shall be paid to Existing Owner and credited against the Purchase Price on the Closing Dateat Closing. In the event the sale of the Property is not consummated because of (a) a The Purchase Price shall be allocated to each Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) its pro-rata interest in the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than Property in accordance with a default by Buyer, then separate agreement among 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)entities comprising Seller.

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 (1a) business day On or before 5:00 PM (Toronto time) on that date which is two (2) Business Days next following the mutual date of execution and exchange delivery of this AgreementAgreement by both Parties, Buyer the 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 One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with pay the Initial Deposit and all interest accrued thereon, by certified cheque or negotiable bank draft drawn in favour of the “Deposit”). Escrow Holder shall deposit Vendor's Solicitor to be held by the Deposit Vendor's Solicitor in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of account or term deposit as a deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable with accrued interest to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of follow the Initial Deposit. ; (b) In the event that this Agreement is not terminated by the Purchaser on or before the Due Diligence Date in accordance with Section 4.2 hereof, the Purchaser shall, on or before 5:00 PM on that date which is two (2) Business Days next following the Due Diligence Date pay the Second Deposit by certified cheque or negotiable bank draft drawn in favour of the consummation Vendor's Solicitor to be held by the Vendor's Solicitor on the same terms as the Initial Deposit as provided for in Subsection 3.1(a); (c) If the transaction contemplated by this Agreement is not completed for any reason other than the default of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid returned forthwith to Existing Owner the Purchaser. If the transaction contemplated by this Agreement is not completed owing solely to the default of the Purchaser, however, the Vendor shall be entitled to retain the Deposit, as liquidated damages. Without limiting the generality of the foregoing, the Purchaser and Vendor agree that in the event of a default by the Purchaser in circumstances entitling the Vendor to retain the Deposit as aforesaid, the forfeiture of the Deposit shall constitute the Purchaser's only liability and obligation to the Vendor with the intent that the Purchaser's liability in respect of any and all claims, damages, costs or expenses of the Vendor arising out of such default shall be limited to the amount of the Deposit and the Vendor hereby releases the Purchaser from and in respect of that portion of any and all claims, actions, proceedings, damages, costs and expenses of any kind or nature whatsoever incurred by the Vendor and arising directly or indirectly out of such default of the Purchaser which is in excess of the Deposit; and (d) The Deposit is to be invested by the Vendor's Solicitor in an interest bearing account or term deposit with one of the five (5) largest Schedule 1 Canadian Chartered Banks. The Deposit shall be credited against 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)Section 3.2.

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementExecution 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”)pay Seller, 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 or delivery 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”to an account, 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 or accounts, certificates of depositdesignated by Seller, 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 a deposit against the Purchase Price on the Closing Date. In the event the sale of the Property TH Interest in an amount equal to $25,000,000 (the "Deposit"), as consideration for Seller's entry into this Agreement. This Agreement will not become a legally binding and enforceable obligation of Seller unless and until the Deposit is received by Seller. As soon as practicable after the Execution Date, but in any event within ten (10) days after Seller receives the Deposit, Seller shall transfer the Deposit into a segregated investment account. Unless Seller and Buyer otherwise agree in writing, Seller shall use Commercially Reasonable Efforts to invest such funds in U.S. Treasury obligations with a maturity of six (6) months or less, or money market funds that invest exclusively in U.S. Treasury obligations. The Deposit shall be non-refundable in that it shall not consummated because be returned to Buyer unless all of the following events (the "Refund Conditions") occur: (a) a this Agreement is terminated by Buyer or by Seller defaultas permitted herein, and (b) a Deposit Return Event shall have occurred. Within ten (10) days following the termination occurrence of this Agreement the Refund Conditions, Seller shall transfer to Buyer, by Buyer in accordance with any right wire transfer or delivery of other immediately available funds 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 an account designated by Buyer, a cash amount equal to the Deposit. If the Closing occurs, an amount equal to the Deposit will be applied to the Purchase Price. Seller shall retain all interest or earnings received on the Deposit unless the Parties otherwise agree. Notwithstanding the preceding sentences to the contrary, in the event this Agreement is terminated pursuant to Section 10.1(e) then the amount of the Deposit that is to be refunded to Buyer shall be immediately reduced, but not below zero, by the amount of Losses incurred by Seller and automatically paid over its Affiliates related to Buyer without or arising from the need for any further action by either Party hereto. The sole remedy for a failure by Buyer Refinery Turnaround and Startup Activities including Losses related to make the Initial Deposit or the Additional Deposit as disposition of Feedstock Inventory, Undelivered Refinery Inventory 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)Committed Refinery Inventory.

Deposit. Within one To secure the performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of Six Hundred Seventy Five Thousand Dollars $675,000 in the following manner: (1i) within two (2) business day following days after the mutual execution and exchange Effective Date of this Agreement, Buyer Purchaser shall deposit into with Commonwealth Land Title Insurance Company (the “Escrow (as defined below) Agent”), the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) initial sum (the “Initial Deposit”) of One Hundred Seventy Five Thousand Dollars ($175,000), in ; and (ii) shall thereafter deliver the form additional sum (the “Additional Deposit”) of a wire transfer payable to Chicago Title Insurance Company Five Hundred Thousand Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three $500,000) within two (32) 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 the Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. In the event Purchaser exercises its right to cancel the transaction as provided for in Paragraphs 5 or 6 hereof, the Initial Deposit shall be returned to Purchaser with any interest accrued earned thereon. Seller agrees that upon notification by Purchaser of Purchaser’s cancellation pursuant to Paragraphs 5 or 6, Seller will direct Escrow Agent to return the Initial Deposit and interest earned thereon to Purchaser. 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 (1) business day following Concurrently with the mutual execution and exchange of this Agreement, 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 has deposited by wire transfer payable to Chicago Title Insurance Company in same day funds with the Escrow Agent the sum of $45,000,000 (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretosuch sum, 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 earned thereon, the “Deposit”). The Deposit will be held by the Escrow Holder Agent pursuant to the terms of this Section 3.2 and a mutually agreeable escrow agreement among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”). If Closing occurs, the Parties shall deposit jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit in a non-commingled trust account 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 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 applied toward the Purchase Price on Price. (a) If (i) all conditions precedent to the Closing Date. In 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 event the sale of the Property is transactions contemplated by this Agreement are not consummated because of of: (a) a Seller default, (bA) the termination failure of this Agreement by 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 as of the date of this Agreement and the Closing, then, in such event, Seller shall have the option to: (1) terminate this Agreement and have Range, on behalf of Seller, receive the Deposit as defined below) to occur liquidated damages, or (d2) seek the specific performance of Buyer. If the Seller elects to have Range receive the Deposit on behalf of Seller pursuant to this Section 3.2(a), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit to Range on behalf of Seller. (b) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(a), 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, through or under Seller or any Affiliate thereof. Buyer and Seller shall also be deemed thereupon have the rights and obligations set forth in Section 14.2. If Buyer is entitled to include a return receive the Deposit pursuant to this Section 3.2(b), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the “Deposit” under Escrow Agreement to release the “Other Property Purchase Agreements” (as defined herein)Deposit to Buyer.

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 Business Days following the expiration of Effective Date, Purchaser shall cause One Hundred Sixty-One Thousand and No/100ths U.S. Dollars ($161,000.00) (the “Due Diligence Period” "Downpayment") to be delivered by wire transfer to Escrow Holder (as hereinafter defined), Buyer shall deposit with ) to be held by 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 Deposit”, and together 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, the “Deposit”)as approved by Purchaser, as an earnest money deposit towar▇ ▇▇▇ ▇urchase 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 Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Closing Date. 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) 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 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 right Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to so terminate provided herein, (c) the failure Escrow Holder that the non-terminating party has in fact received written notice of any such termination in accordance with Section 10 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 following the mutual execution and exchange of this Agreementdelivery hereof, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Twenty-Five Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.0025,000.00) (the “Initial Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), in and prior to the form expiration of a wire transfer payable to Chicago Title Insurance Company the Inspection Period (“Escrow Holder”). Unless unless this Agreement shall have been terminated pursuant to in accordance with the provisions hereof prior thereto, no later than three (3terms hereof) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder cause an additional cash or other immediately available funds in the amount of One Hundred Fifty Thousand and No/100 No/100ths U.S. Dollars ($100,00050,000.00) (the “Additional Final Deposit”, and together with ) (the Initial Deposit and and, when made, the Final Deposit, collectively with all interest accrued thereon, the “Deposit”)) to be delivered by wire transfer to Escrow Holder, 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 Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Closing Date. 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) 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 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 and exchange of this Agreement, Buyer shall pay to Settlers Title Agency, Inc. (the "Title Company") a deposit into Escrow (as defined below) in the amount sum of Seven Ten Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0010,000.00) ((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 ") within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer complete execution of this Agreement. The Deposit shall deposit with Escrow Holder additional cash or other immediately available funds be held 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 escrow in an insured, interest bearing money market accounts, certificates account in a federally-insured banking institution in the State of deposit, United States Treasury Bills or such other instruments as directed by Buyer New Jersey and reasonably acceptable to Existing Owner and any interest accruing thereon shall be part of the Deposit. If the performance and maintenance bonds (“Bonds”) listed on Exhibit E attached hereto and made a part hereof have been returned to Seller or are being returned to Seller at Closing, the Deposit shall be credited against the cash portion of the Purchase Price due at Closing (as defined below). Otherwise, the Deposit shall remain in escrow until all of the Bonds have been returned to Seller. If Buyer terminates this Agreement pursuant to Paragraphs 5, 6, 10, 11, 26 or 27, the Deposit plus the accrued interest thereon, shall be immediately returned to Buyer’s account . Seller and deemed Buyer acknowledge that the Title Company is acting solely as an escrow holder at their request and for their convenience and that the Title Company shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in willful disregard of this Agreement or involving its gross negligence. Seller and Buyer shall jointly and severally indemnify and hold Title Company harmless from and against any loss or liability arising from the performance of its duties as Title Company hereunder, unless Title Company has wilfully disregarded the terms of this Agreement or committed gross negligence. The Title Company shall not be part entitled to any fees for the performance of its services as escrow holder hereunder. In the event there is any dispute between Seller and Buyer with respect to the performance of obligations hereunder or the disposition of the Deposit or in the event the Title Company shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties with respect to release of the Deposit (whether or not litigation has been instituted), Title Company shall have the right, at any time upon written notice to both Seller and Buyer (“Title Company Elections”), to (a) retain the Deposit in escrow pending resolution of the dispute or (b) place the Deposit with the Clerk of the Court in which any litigation is pending. Prior to releasing the Deposit from escrow, Title Company shall give notice to the parties hereto of its disbursement intentions. The parties shall be given ten (10) days from receipt of said notice to advise Title Company of a dispute with respect to the disposition of the Deposit. In the event Title Company receives notice of any dispute from Seller or Buyer within said ten (10) days with respect to the performance of the consummation parties’ obligations hereunder or the disposition of the purchase Deposit and/or interest, Title Company shall select an alternative within the Title Company Elections. If no notice of a dispute is received within said ten (10) days, Title Company shall be entitled and sale of the Property as contemplated hereunder, hereby directed to release the Deposit shall be paid (to Existing Owner and credited against the Purchase Price on extent the Closing Date. In the event the sale of the Property is not consummated because of (aparties are entitled to same) 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 its disbursement notice 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)Sale.

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) Upon the termination full execution of this Agreement by Buyer and Seller, Buyer shall tender to Escrow Holder an ▇▇▇▇▇▇▇ money deposit in accordance with any right the amount of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) (the "DEPOSIT"). The Deposit shall be tendered by certified check or cashier's check made payable to so terminate provided hereinEscrow Holder or by wire transfer of current federal funds received and credited to an account of Escrow Holder. (b) In the event Buyer has not terminated this Agreement on or before August 21, 1997, One Hundred Thousand and No/100ths Dollars (c$100,000.00) 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 (the NON-REFUNDABLE DEPOSIT"), except as otherwise provided in this subparagraph (b). The balance of the Deposit is referred to herein as the "REFUNDABLE DEPOSIT." Upon Buyer's termination of this Agreement under Section 9.12(a), 7.1(c), 7.6 or 13 hereof, Escrow Agent is hereby instructed, without further instruction from either Buyer or Seller, to immediately return the need entire Deposit to Buyer (both the Non-Refundable Deposit and the Refundable Deposit). Upon termination of this Agreement for any reason other than as set forth in the preceding sentence, Escrow Agent is hereby instructed, without further action instruction from either Buyer or Seller, to return the Refundable Deposit to Buyer, and to pay the Non-Refundable Deposit to Seller, (ii) the costs of the Title Company and Escrow Holder shall be borne equally by either Party heretoBuyer and Seller, (iii) all documents deposited in Escrow by Buyer or Seller shall be returned to the depositing party, (iv) each party shall bear its own costs incurred hereunder, and (v) except as provided in SECTIONS 5.3, 5.5, 15.2 and 15.10 hereof, the parties shall have no further rights and obligations hereunder, other than those rights and obligations that, by their terms, survive the termination of this Agreement. (c) Provided that Buyer does not terminate this Agreement pursuant to Article 7, Buyer shall tender to the Escrow Holder on or before the expiration of the Inspection Period an additional ▇▇▇▇▇▇▇ money deposit in the amount of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00), which shall become a part of the Refundable Deposit from and after the date of tender. The sole remedy for Upon the satisfaction, or waiver by Buyer of all of Buyer's conditions to closing as set forth in Article 7, the Refundable Deposit shall become non-refundable to Buyer, except upon a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for of Seller to terminate this Agreement. All references in consummate the transactions contemplated by 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).in accordance with

Deposit. Within one five (15) business day following days after the mutual execution and exchange of this AgreementEffective 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) deliver by wire transfer in immediately available U.S. dollars, to Excel Title Company (the “"Escrow Agent"), an initial deposit (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 Five Hundred Thousand and No/100 Dollars ($100,000500,000.00). Provided that this Contract is not earlier terminated in accordance with the terms contained herein, within five (5) days after the expiration of the Study Period (the “as defined in Paragraph 5 below), Buyer shall wire transfer in immediately available U.S. dollars, to Escrow Agent an additional deposit ("Additional Deposit”, ") in the amount of Five Hundred Thousand and together with No/100 Dollars ($500,000.00). The Initial Deposit and the Additional Deposit (or only the Initial Deposit and all interest accrued thereon, until the “Additional Deposit is delivered by Buyer to Escrow Agent) shall be known collectively hereunder as the "Deposit”)". Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account and shall invest hold the Deposit in an insured, interest-bearing account and all interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed accruing on the Deposit while being held by Buyer and reasonably acceptable to Existing Owner and interest thereon Escrow Agent shall be credited to Buyer’s account and deemed to be a part of the Deposit for all purposes under this Contract. The Escrow Agent shall promptly provide the Association proof of receipt of the Deposit. Provided that this Contract is not earlier terminated in accordance with the terms contained herein, within five (5) days after Buyer has received the Final Approval (as defined in Paragraph 4 below) pursuant to Paragraph 4 below, Escrow Agent shall release to Seller by wire transfer, as instructed by the Association in writing to Escrow Agent with a copy to Buyer, the Deposit and Buyer shall pay to Seller within said five (5) days an additional amount equal to Two Million and No/100 Dollars ($2,000,000.00) (the "Purchase Price Advance") in U.S. Dollars which payment shall to be made by wire transfer as instructed by the Association in writing, at which time the Seller shall execute and deliver to Buyer in recordable form a first lien deed of trust covering the Property (the "Deed of Trust") which secures the Seller's obligation to return to Buyer the Deposit and/or the Purchase Price Advance in 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 and may be recorded by Buyer at Buyer's sole discretion. In the event that Buyer has not obtained Final Approval, not less than thirty (30) days prior to the "Outside Closing Date", as defined in paragraph 6 below, Buyer shall either (a) release the Deposit and pay the Purchase Price Advance to Seller, in exchange for Seller delivering the Deed of the consummation of the purchase and sale of the Property as contemplated hereunderTrust, all pursuant to this paragraph, or (b) if it has proceeded with commercially reasonable diligence, terminate this Contract, in which event the Deposit shall be paid returned to Existing Owner Buyer and credited against the parties shall have no further rights or obligations hereunder, except for the Buyer's Study Period Obligations (as defined below). After release of the Deposit to the Seller by Escrow Agent and payment of the Purchase Price Advance to Seller by Buyer, Seller shall be entitled to hold, invest, disburse and otherwise utilize the Deposit and Purchase Price Advance in any manner which Seller elects, in its sole discretion, and any interest earned by Seller on the Closing DateDeposit and Purchase Price Advance shall be solely for the benefit of Seller. In the event any provision of this Contract entitles Buyer to obtain the sale return of the Property Deposit and/or the Purchase Price Advance, then Seller shall return the Deposit and/or Purchase Price Advance to Buyer within thirty (30) days after Seller's obligation to return such Deposit and/or Purchase Price Advance arises. In the event that Seller fails to return the Deposit and/or Purchase Price Advance to Buyer within such thirty (30) day period, then interest shall thereafter accrue on the amount owed at the rate of ten percent (10%) per annum simple interest, prorated on a per diem basis, for the time period commencing on the first (1st) day after the expiration of such thirty (30) day period and ending on the date that the Deposit and/or Purchase Price Advance is received by Buyer. In addition, if the Deposit and/or Purchase Price Advance is not consummated because returned to Buyer within such thirty (30) day period, then Buyer shall be entitled to assert all claims and causes of action which may be available to Buyer at law or in equity in order to obtain the return of the Deposit and/or Purchase Price Advance, including (awithout limitation) Buyer's right to exercise its remedies under the Deed of Trust. Buyer shall execute and cause to be recorded among the County land records a Seller default, release of the Deed of Trust within five (b5) days of either (i) the return of the entire Deposit and/or Purchase Price Advance by Seller to Buyer pursuant to the terms and conditions of this Contract, or (ii) any termination of this Agreement by Buyer in accordance with Contract for any right reason which would entitle 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 retain 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 and/or Purchase Agreements” (as defined herein)Price Advance hereunder.

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 two (12) business day Business Days following the mutual execution Effective Date (time being of the essence) and exchange of as a condition precedent to this AgreementAgreement becoming a binding agreement between the parties, Buyer shall Purchaser will deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($7,143.001,250,000.00) (the “Initial Escrow Amount”) with Chicago Title Insurance Company, having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇ (in such capacity, “Escrow Agent”) by wire transfer of immediately available federal funds and will provide Escrow Agent with a fully completed form W-9 which provides Purchaser’s tax identification number. ONE MILLION TWO HUNDRED FORTY-NINE THOUSAND NINE HUNDRED AND 00/100 DOLLARS ($1,249,900.00) of the Initial Escrow Amount will serve as and be Purchaser’s ▇▇▇▇▇▇▇ money deposit hereunder (the “Initial Deposit”), in and the form remaining portion of a wire transfer payable to Chicago Title Insurance Company the Initial Escrow Amount will serve as and be further consideration for this Agreement (the “Escrow HolderIndependent Consideration”). Unless If Purchaser fails to deposit the Initial Escrow Amount within the time period provided for in this Section 3.1, Seller may, in its sole discretion, at any time prior to Escrow Agent’s receipt of both the Deposit and the Independent Consideration, terminate this Agreement, in which event this Agreement shall be terminated and thereafter any portion of the Initial Escrow Amount (less the Independent Consideration) deposited with Escrow Agent, if any, shall be returned to Purchaser and neither party shall have been terminated pursuant any further rights or obligations to the provisions hereof prior theretoother hereunder, no later than three except as otherwise set forth in this Agreement. If Purchaser does not deliver a Notice of Termination (3as hereinafter defined) business days to Seller in accordance with Section 6.4, then within two (2) Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Purchaser shall deposit an additional ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000.00) with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) Agent (the “Additional Deposit”, and ) by wire transfer of immediately available federal funds. The Initial Deposit together with the Initial Deposit and all Additional Deposit, together with any interest accrued thereon, 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 The Deposit shall be paid to Existing Owner and credited against non-refundable at 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, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided except as otherwise expressly set forth 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 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 Unless modified by addenda, the mutual total security deposit at the time of 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”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time 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 termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by 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 Lessor upon such 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 Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at HeritageBank of the purchase and sale South, Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, Gainesville, Fl 32607. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the Property as contemplated hereunderlease. This means that the security deposit held in this account cannot be commingled with other funds of the Lessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is HeritageBank of the South, ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Gainesville, FL 32607. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Camelot Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on 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)calendar.

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 (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. Within one (1a) business day following Contemporaneous with, and as a condition to, the mutual execution and exchange delivery of this Agreement, Buyer the Purchasers shall deposit into Escrow (as defined below) pay 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 Deposit to the provisions hereof prior theretoEscrow Agent. (b) The Deposit, 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 interest earned thereon while held by the Escrow Agent prior to the Closing (the "Deposit and all interest accrued thereonInterest"), 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 applied in accordance with the following terms and deemed to be part in accordance with the terms and conditions of the Deposit. In Escrow Agreement: (i) if the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing occurs, the Deposit and the Deposit Interest shall be paid remitted by the Escrow Agent to Existing Owner the Vendors and credited against applied by the Vendors at the Closing in partial satisfaction of Purchasers' obligation to pay the Purchase Price on Price; (ii) if this Agreement is terminated due to a written agreement of the Parties pursuant to Subsection 10.1(a), the exercise by the Purchasers of a right to terminate this Agreement specified in Subsections 10.1(b) or 10.1(e) or the exercise by either Party of its right to terminate this Agreement specified in Subsection 10.1(d) or Subsection 10.1(i), the Purchasers shall be entitled to the Deposit and Deposit Interest which the Escrow Agent shall remit to the Purchasers in accordance with the terms of the Escrow Agreement; and (iii) if this Agreement is terminated due to exercise by the Vendors of a right to terminate this Agreement specified in Subsections 10.1(c), 10.1(f) or 10.1(h) or the exercise by either Party of its right to terminate this Agreement specified in Subsection 10.1(g), the Vendors shall be entitled to the Deposit and the Deposit Interest as liquidated damages and not as a penalty, which the Escrow Agent shall remit to the Vendors in accordance with the terms of the Escrow Agreement, and which forfeiture of the Deposit shall constitute the Vendors' sole remedy in such instance, with no right to claim further damages or other remedies from the Purchasers. (c) If this Agreement is terminated prior to the Closing Date. In the event the sale , each of the Property is Parties hereby covenant and agree to provide, not consummated because later than two Business Days after such termination, a joint written notice to the Escrow Agent confirming the payment of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit and the Deposit Interest in accordance with any right to so terminate provided hereinSubsection 2.4(b), (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 (a) The Parties acknowledge that the Purchaser has delivered to the Deposit Escrow Agent a non-refundable deposit in the amount of $200,000 (the "Commitment Deposit"); (b) Concurrently with the execution of this Agreement by the Parties, the Purchaser shall deliver an additional $500,000 (the "Deposit") to the Deposit Escrow Agent, to be held by the Deposit Escrow Agent in an interest-bearing solicitor's trust account; (c) the Commitment Deposit and the Deposit, together with any interest ("Deposit Interest") earned thereon (herein collectively called the "Deposit Monies"), shall be applied in accordance with the following terms: (i) if Closing occurs, the Deposit Monies shall be paid by the Deposit Escrow Agent to the Vendor on the scheduled Closing Date to satisfy a like amount of the cash portion of the Purchase Price; (ii) if Closing does not occur for any reason whatsoever, the Commitment Deposit shall be paid by the Deposit Escrow Agent on behalf of the Purchaser to the Vendor as a $200,000 commitment fee for the Vendor entering into this Agreement; (iii) If Closing does not occur because the Financing has not been completed on or prior to April 1) business day following , 2005, and the mutual execution Vendor and exchange Shareholders are not otherwise in material breach 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 300,000 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 associated 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 Interest shall be paid to Existing Owner and credited against the Purchase Price Vendor by the Deposit Escrow Agent on the scheduled Closing Date. In the event the sale Date on behalf of the Property Purchaser, which amount the Parties hereby agree shall constitute a genuine pre-estimate by the Parties of the damages the Vendor and the Shareholders will suffer if the Financing is not consummated because of completed; (aiv) subject to section 2.2(c)(iii), if Closing does not occur due to a Seller default, (b) the termination breach of this Agreement by Buyer the Purchaser and the Vendor and Shareholders are not otherwise in accordance with any right material breach of this Agreement, the Deposit and the Deposit Interest shall be paid to so terminate provided hereinthe Vendor by the Deposit Escrow Agent on the scheduled Closing Date, as liquidated damages, which amount the Parties hereby agree shall constitute a genuine pre-estimate of the liquidated damages which will be suffered by the Vendor and the Shareholders if the Closing does not occur due to a breach of this Agreement by the Purchaser; and (v) if Closing does not occur for an reason or circumstance other than that described in paragraph 2.2(c)(ii), (ciii) or (iv), the failure Purchaser shall be entitled to the Deposit and Deposit Interest and the Deposit Escrow Agent shall on the scheduled Closing Date pay the Deposit and Deposit Interest to the Purchaser. The Purchaser acknowledges that ▇▇▇▇▇ & Company LLP acts as legal counsel to the Vendor in connection with this Agreement. The Purchaser agrees that notwithstanding that ▇▇▇▇▇ & Company LLP is the Deposit Escrow Agent, ▇▇▇▇▇ & Company LLP shall be entitled to continue to act on behalf of the Vendor in respect of any matter arising in relation to this Agreement, including any dispute regarding the disposition of Buyer’s Closing Conditions (as defined below) to occur the Deposit or Deposit Interest. (d) any other reason other than a default by Buyer, then If the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action Escrow Agent is notified by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit Purchaser or the Additional Deposit as and when required hereunder shall be for Seller Vendor, or otherwise becomes aware that there is a dispute between the Purchaser or the Vendor regarding entitlement to terminate this Agreement. All references in this Agreement to a “return all or part of the Deposit” shall also be deemed Deposit and Deposit Interest, the Deposit Escrow Agent may, in its sole discretion, interplead the matter and thereupon pay the Deposit and Deposit Interest (or that portion thereof as to include which there is a return dispute as to entitlement) into the court of law in which the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)matter has been interpleaded.

Deposit. Within one (1) business day following 17.1 Contemporaneously with the mutual execution and exchange of this Lease Agreement, Buyer Tenant has deposited with Landlord the sum of $666,667 (the "Deposit"). The Deposit shall be held, applied, returned to Tenant and otherwise managed by Landlord in accordance with all of the provisions of this Article XVII. 17.2 The Deposit may be used by members in Landlord for their business purposes and shall not be required to be maintained in any trust or other special account. The repayment to Tenant of the Deposit when, as and if due, and the payment of all interest owing thereon as herein provided shall be the obligation of Landlord, which obligation is guaranteed by the members of Landlord pursuant to a separate guaranty executed as of even date herewith. 17.3 The Deposit, or such portion thereof as may, from time to time, remain on deposit into Escrow (as defined below) with Landlord pursuant hereto shall bear interest at the rate of 6% per annum which interest shall be paid by Landlord to Tenant in monthly installments due on the first day of each calendar month during the term of this Lease, each such monthly installment being in the amount of Seven Thousand One Hundred Forty Three interest accrued during the immediately prior month. 17.4 Subject to the remaining provisions of this Section 17.4, $333,333.50 of the principal amount of the Deposit shall be repaid to Tenant on November __, 2001 and No/100 Dollars ($7,143.00) (the “Initial Deposit”)remaining portion of the Deposit shall be repaid to Tenant on November __, 2005. The foregoing not withstanding, in the form event that Tenant shall default in the payment of Basic Rent or Additional Rent due hereunder, and shall continue in such default for a wire transfer payable period of 60 days from date when such Rent was due and if, following such 60 day period: (i) Landlord shall give Tenant written notice that unless such default is cured within 20 days following such notice the Deposit shall be forfeited to Chicago Title Insurance Company Landlord; and (“Escrow Holder”). Unless this Agreement ii) Tenant shall fail to cure such default within 20 days after the giving of such written notice by Landlord; then any portion of the Deposit then held by Landlord shall be forfeited to Landlord and Tenant shall have been terminated no further interest therein. 17.5 In the event that Landlord shall fail to return any portion of the Deposit when required to do so pursuant to this Lease Agreement and/or to pay interest to Tenant when required to do so pursuant to this Lease Agreement, and/or to make funds available to Tenant as provided in Sections 12.4 and 13.3 hereof (provided, however, that no right of set off shall be exercisable by Tenant with respect to said Sections 12.4 or 13.3 hereof so long as there exists any good faith dispute as to the amounts, if any, owing pursuant to said section, Tenant shall have the right to apply the amount so owing from Landlord to Tenant in reduction of Basic Rent and other amounts thereafter coming due 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 Lease 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. 4.1 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” Effective Date, Purchaser agrees to deliver to Escrow Agent (as hereinafter defined), Buyer shall ) an escrow deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Two Hundred Thousand and No/100 Dollars ($100,000200,000.00) (the “Additional Deposit”such amount, and together with the Initial Deposit and all interest accrued earned thereon, the “Initial Escrow Deposit”), together with all supplements thereto, including but not limited to the Additional Deposit, and all accrued interest, as hereinafter defined, the “Escrow Deposit”) in immediately available funds to Escrow Agent, which Escrow Deposit shall be held in a segregated escrow account. In the event that the Escrow Holder Agent does not receive the Initial Escrow Deposit from Purchaser as aforesaid, this Agreement shall deposit be null and void and neither party shall have any rights or obligations hereunder. Unless otherwise instructed by Seller and Purchaser, Escrow Agent is authorized and shall place the Escrow Deposit in a non-commingled trust segregated account at a financial institution whose account are insured by an agency of the federal government 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 funds shall be paid or credited to Buyer’s account and deemed the party entitled to be part receive the Escrow Deposit under the terms of the DepositContract. In the event of any dispute between Seller and Purchaser concerning disbursement of the consummation Escrow Deposit, the Escrow Agent shall be authorized to file an interpleader proceeding in ▇▇▇▇ County, Illinois state courts of jurisdiction or such other venue as may be approved by all claimants, and the disposition of such funds shall be determined in accordance with such proceeding, and the Escrow Agent shall be released of all further liability with respect to such Escrow Deposit. The Escrow Deposit shall be applied to the Purchase Price if the Closing occurs. All investment decisions to invest the Deposit in another manner shall be made jointly by Purchaser and Seller. If no Closing occurs, all interest or dividends earned (if any) shall be paid to the party entitled to the escrowed proceeds, which party shall pay any income taxes thereon. The parties shall furnish the Escrow Agent with their respective tax identification numbers. At the Closing all interest or dividends earned on the Deposit shall be credited to Purchaser. All escrow fees, if any, charged by Escrow Agent shall be equally shared by Seller and Purchaser. 4.2 Prior to Closing on the Seller Parcels, Escrow Agent shall hold the Deposit as set forth in Section 4.1 unless (i) Escrow Agent receives notice from Purchaser terminating this Agreement during the Inspection Period pursuant to Section 5.4.1, in which event Escrow Agent shall forthwith return the Deposit including all interest earned thereon (if any) to Purchaser without requirement of notifying Seller as provided in (ii) below, and without regard to any objection of Seller; or (ii) with regard to all situations other than in (i) above, unless either Seller or Purchaser makes a written demand upon Escrow Agent for the Deposit accompanied by an affidavit signed by the party making the demand stating sufficient facts to show that said party is entitled to receive the Deposit pursuant to the terms of this Agreement. Upon receipt of such demand, Escrow Agent shall give five (5) days written notice to the other party of such demand and of Escrow Agent's intention to remit the Deposit to the party making the demand on the stated date, together with a copy of the affidavit. If Escrow Agent does not receive a written objection before the proposed date for remitting the Deposit, Escrow Agent is hereby authorized to so remit. If, however, Escrow Agent actually receives written objection from the other party before the proposed date on which the Deposit is to be remitted (other than a release with respect to subsection (i) of this Section 4.2, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Purchaser or until a final judgment of an appropriate court. In the event of such dispute, Escrow Agent may deposit the Deposit with the ▇▇▇▇ County Circuit Court and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the Deposit. 4.3 The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the faithful performance of Escrow Agent's duties hereunder. Escrow Agent is acting solely as an escrow agent hereunder with respect to the Deposit, and not as a title insurance agent. 4.4 Escrow Agent acknowledges agreement to the provisions of this Agreement applicable to it by signing on the signature page of this Agreement. 4.5 If Closing of the Seller Parcels does not take place solely due to of Purchaser's default under this Agreement, the Deposit together with any interest thereon shall be given and/or paid to Seller as liquidated damages for the failure of Purchaser to purchase the Seller Parcels. The receipt of these damages shall be Seller's sole and exclusive remedy and satisfaction for such failure to purchase the Seller Parcels by Purchaser; and upon such receipt, all obligations of Seller and Purchaser with respect to the purchase and sale of the Property as contemplated hereunderSeller Parcels shall terminate, and the parties will have no further obligations to each other hereunder (other than obligations which survive termination of this Agreement). If Closing on the Seller Parcels shall occur, the Deposit and all interest earned thereon shall be paid applied to Existing Owner and credited against the Purchase Price on for the Seller Parcels. If either party brings an action to recover the Deposit, the non-prevailing party shall (notwithstanding the "exclusive remedies" language set forth in this paragraph) pay the prevailing party's reasonable legal fees, disbursements and court costs expended to obtain a judgment. If Closing Date. In the event the sale does not occur as a result of the Property is not consummated because default of (a) a Seller defaultSeller, (b) the termination of and this Agreement by Buyer in accordance has not been terminated with any respect to the Property, then Purchaser shall, at its option, have the right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) specific performance in addition to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately all remedies at law 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)equity that Purchaser may have.

Deposit. Within one two (12) business days following the mutual execution of this Agreement by Buyer and Seller, time being of the essence, Buyer shall deliver to Title Company, for deposit into the escrow described in Section 6.1 below, the sum of $1,000,000.00 (the “Deposit”). Additionally, within two (2) business days following the mutual execution of this Agreement by Buyer and Seller, Buyer shall deliver to Title Company, for deposit into the escrow, One Hundred Dollars ($100) (the “Independent Consideration”), which Independent Consideration constitutes non-refundable, fully earned consideration, which shall not be refundable to Buyer for any reason, but shall be applicable to the Purchase Price upon the close of escrow should escrow close pursuant to this Agreement and shall otherwise be paid to Seller if this Agreement terminates for any reason. In the event Buyer fails to deliver the Deposit by 5:00 p.m. California time on the second business day following the mutual execution and exchange of this Agreement, Buyer Seller shall deposit into Escrow (as defined below) have 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 right to Chicago Title Insurance Company (“Escrow Holder”). Unless terminate this Agreement shall have been terminated pursuant by written notice to Buyer at any time prior to receipt by 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 Title Company of the Deposit. In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the consummation of the purchase and sale of the Property as contemplated hereunderDeposit, the Deposit together with any interest accrued thereon, shall be paid to Existing Owner and credited against the Purchase Price on Price. The entire amount of the Closing Date. In Deposit, together with any interest accrued thereon, shall be returned immediately to Buyer if so provided in this Agreement, including, without limitation, 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 the conditions precedent set forth in Section 3.1(a) above. IN ALL OTHER EVENTS, IF SELLER IS READY, WILLING AND ABLE TO CLOSE BUT BUYER SHALL FAIL TO PERFORM ITS OBLIGATIONS TO BE PERFORMED ON OR BEFORE THE CLOSING DATE, THE ENTIRE AMOUNT OF THE DEPOSIT SHALL BE PAID TO 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 ENTIRE 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 CONTRACT DATE. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RECOVER THE ENTIRE AMOUNT OF THE DEPOSIT FROM BUYER SHALL BE THE SOLE REMEDY OF SELLER AT LAW OR IN EQUITY (as defined belowINCLUDING WITHOUT LIMITATION, SELLER’S RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT, WHICH RIGHT SHALL BE DEEMED WAIVED) to occur IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHTS AND REMEDIES UNDER SECTIONS 2.3(b), 7.2, AND 7.9 HEREOF. WITHOUT LIMITATION OF THE FOREGOING, THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369. Accepted And Agreed To: Seller Buyer This Article V shall survive the close of escrow 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 termination 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 (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 $851,541 (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 (1a) business day following Each Party has delivered a $120,000.00 e▇▇▇▇▇▇ money deposit (individually, a “Deposit” and collectively, the mutual execution “Deposits”) to Seller’s attorney, Jacob & W▇▇▇▇▇▇▇▇▇, P.C., to be held in such firm’s interest-bearing escrow account. Except as otherwise provided in this Section 12.1, the Purchaser’s Deposit shall be non-refundable and exchange shall be payable to Seller upon termination of this Agreement. At the Closing, Buyer Purchaser shall deposit into Escrow (as defined below) receive a credit toward 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 Purchase Price in the amount of One Hundred Thousand and No/100 Dollars its Deposit only, plus accrued interest thereon. ($100,000b) If Purchaser terminates this Agreement pursuant to Section 12.2 (the “Additional c)(i) or (iii) below, then Purchaser’s Deposit”, plus accrued interest thereon, shall be promptly repaid to Purchaser, and together with the Initial Deposit and all Seller’s Deposit, plus accrued 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 promptly repaid to BuyerSeller. (c) If Seller terminates this Agreement because the condition set forth in Section 9.2 (c) has not been satisfied, then Purchaser’s account Deposit, plus accrued interest thereon, shall be promptly repaid to Purchaser, and deemed Seller’s Deposit, plus accrued interest thereon, shall be promptly repaid to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderSeller. (d) If Seller terminates this Agreement pursuant to Section 12.2 (b)(ii), the Purchaser’s Deposit shall be paid forfeited to Existing Owner Seller as liquidated damages (which shall be Seller’s sole and credited exclusive remedy against the Purchase Price on the Closing DatePurchaser and Seller shall have no right to seek specific performance of this Agreement). In the event the sale of the Property is not consummated because of addition, Seller’s Deposit, plus accrued interest thereon, shall be promptly repaid to Seller. SELLER ACKNOWLEDGES THAT: (ai) a Seller default, PURCHASER’S DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS (be) the termination of If Purchaser terminates this Agreement by Buyer in accordance with any right pursuant to so terminate provided hereinSection 12.2 (c)(ii), (c) the failure of any of BuyerSeller’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 forfeited 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 Purchaser as and when required hereunder liquidated damages (which shall be for Purchaser’s sole and exclusive remedy against Seller and Purchaser shall have no right to terminate seek specific performance of this Agreement). All references in this Agreement In addition, Purchaser’s Deposit, plus accrued interest thereon, shall be promptly repaid to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” Purchaser. PURCHASER ACKNOWLEDGES THAT: (as defined herein)i) SELLER’S DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS THAT WOULD BE INCURRED BY PURCHASER AS A RESULT OF THE FAILURE OF THE CLOSING TO OCCUR; (ii) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY PURCHASER AS A RESULT OF SUCH FAILURE TO CLOSE UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) SELLER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THE CLOSING DOES NOT OCCUR; AND (iv) THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES.

Deposit. Within one Two (12) business day Business Days 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 Agent"), Seven Hundred Fifty Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “"Initial Deposit”)") in immediately available funds by wire to such account as Escrow Agent shall designate to Buyer. If this Agreement is not terminated pursuant to Sections 7. l(a) and/or 8.2, then Buyer shall deposit with the Escrow Agent on the first ( l51 Business Day following the expiration of the Due Diligence Period an additional Seven Hundred Fifty Thousand and no/I 00 Dollars ($750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the " Additiona l Deposit") in the form of a cashier's check or 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 funds. If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, but only after one (1) Business Day following written notice from either the Escrow Agent or Seller to Buyer (e-mail to suffice) of such failure, in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 7.1(c), and the “Deposit”obligations of the parties hereunder shall terminate (and 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 The Initial Deposit and, if delivered, the Additional Deposit(s) (as defined below), together with all accrued interest thereon, shall deposit be referred to collectively herein as 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 "Deposit". Upon delivery 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 in 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 so invested 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 heretosubsection 2.2(a). The sole remedy for a failure by Buyer Deposit will be held in escrow, and applied to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller HIS York South Hotel closing, to terminate secure Buyer's performance 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 4.1 The Purchaser shall, within ten (110) business day following Business Days after the mutual execution and exchange date of this Agreement, Buyer shall deposit into Escrow transfer an amount equal to ten per cent (as defined below10%) of the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) Consideration (the “Initial Deposit”)) in U.S. Dollars to the Seller’s Bank Account. 4.2 Within thirty (30) Business Days after the date of this Agreement, the Purchaser shall immediately transfer an amount equal to 100% of the Consideration (the “Deposit”) in U.S. Dollars to the Escrow Account. The Purchaser shall transfer any additional amount, if any, equal to the excess of the Adjusted Consideration over the Consideration, and the Seller shall transfer, from the Escrow Account to the extent of any balance therein, the excess of the Consideration over the Adjusted Consideration, within two (2) Business Days upon the adjustment pursuant to Clause 3.2. Upon the funding in full of the Deposit, the Seller shall release the amount in the Initial Deposit to an account designated in writing by the Purchaser prior to such funding, 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, any event no later than three (3) business days Business Days after such funding. 4.3 Any interest that may accrue on the credit balance of the Escrow Account shall be credited to the Escrow Account. The liability to Taxation, if any, on any interest on any amount in the Escrow Account shall be borne by the Purchaser. 4.4 Neither the Seller nor the Purchaser shall instruct the Escrow Agent to release any amount from the Escrow Account otherwise than in accordance with this Clause 4 and/or the Escrow Agreement. 4.5 Within three (3) Business Days of the Seller receiving in full the Initial Payment or the relevant monthly installment referred to in Clause 3.4(b)(made in accordance with the Payment Schedule),the Seller and the Purchaser shall jointly instruct the Escrow Agent to release to the Purchaser the U.S. Dollar equivalent of such monthly installment or Initial Payment from the Escrow Account in accordance with the Escrow Agreement. In the event the Seller fails to provide the joint instruction as set forth above within the foregoing three (3) Business Days, the Purchaser shall be entitled to unilaterally provide such written instruction to the Escrow Agent, and the Seller shall have three (3) Business Days after notice from the Escrow Agent of such instruction from the Purchaser to object to such payment. 4.6 In the event that the Purchaser fails to pay in full on the due date any amount according to Clause 3.4, the Purchaser shall have a grace period of two (2) Business Days (the “DepositGrace Period”) to pay to the Seller the portion that has not been paid. Upon the expiration of the “Due Diligence Deposit Grace Period” (as hereinafter defined), Buyer shall deposit with if the Purchaser fails to pay in full pursuant to Clause 3.4, the Seller may instruct the 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”writing, and together in accordance with the Initial Deposit Escrow Agreement, to release from escrow and all interest accrued thereonpay to the Seller the portion of such amount that has not been paid, in full or in part, by the “Deposit”). Escrow Holder shall deposit the Deposit Purchaser as described 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 Depositthis Clause 4.6. In the event of any other default pursuant to Clause 19.4, the consummation Seller shall retain the Initial Deposit, if not previously released pursuant to Clause 4.2, free from any Encumbrance, and may instruct the Escrow Agent in writing, in accordance with the Escrow Agreement, to release from escrow and pay to the Seller all remaining balance of the purchase and sale Escrow Account (plus accrued interest). 4.7 The parties agree that, after the payment of the Property as contemplated hereunderFinal Installment (and only in the event that all of the Adjusted Consideration and any other obligations under the Transaction Documents have been paid to the Seller by the Purchaser), any remaining amount in the Escrow Account shall be returned to the Purchaser and the Escrow Account will be closed. 4.8 For the avoidance of doubt nothing in this Clause 4 shall obligate the Seller to pay any money to the Purchaser or into the Escrow Account. Without limiting the remedies available to the Seller, the Seller hereby agrees that the maximum aggregate amount that it may receive from the Escrow Account shall be an amount equal to the Deposit (plus any interest accrued). 4.9 If this Agreement is terminated in accordance with Clauses 20.1(a), 20.1(c), 20.1(f) and 20.1(g), the Initial Deposit, if not previously released pursuant to Clause 4.2, and the amount still held in escrow in the Escrow Account (plus accrued interest) at the date of such termination shall be returned to the Purchaser free from any Encumbrance upon joint instruction by the Purchaser and the Seller. 4.10 If this Agreement is terminated in accordance with Clause 20.1(b), the Seller shall have the right to retain the Initial Deposit, if not previously released pursuant to Clause 4.2, or an amount equal to 10% of the Adjusted Consideration (plus accrued interest) of the Deposit shall be paid released to Existing Owner the Seller free from any Encumbrance upon joint instruction by the Seller and credited against the Purchase Price on Purchaser, and any remaining amount still held in escrow in the Closing Date. In Escrow Account (plus accrued interest) at the event date of such termination shall be returned to the sale of Purchaser free from any Encumbrance upon joint instruction by the Property is not consummated because of (a) a Seller default, (b) and the termination of Purchaser. 4.11 If this Agreement by Buyer is terminated in accordance with any Clauses 20.1(d) and 20.1(e), the Seller shall have the right to so terminate provided hereinretain the Initial Deposit, if not previously released pursuant to Clause 4.2, free from any Encumbrance, and any amount still held in escrow in the Escrow Account (cplus accrued interest) at the failure date 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 such termination shall be immediately and automatically paid over returned to Buyer without the need for Seller free from any further action Encumbrance upon instruction by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or Seller. 4.12 For the Additional Deposit as and when required hereunder avoidance of doubt, nothing in Clause 4 herein shall be for limit the ability of the Seller to terminate this Agreement. All references in this Agreement recover from the Purchaser any amount due to a “return of the Deposit” shall also be deemed Seller pursuant to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Transaction Documents.

Deposit. Within one (1) business day following 30 As security for the mutual execution and exchange correct fulfilment of this Agreement, Buyer Agreement the Buyers shall lodge a deposit into Escrow of USD 500,000 (as defined below) the amount of Seven Thousand One United States Dollars Five Hundred Forty Three and No/100 Dollars ($7,143.00Thousands only) (the “Initial Deposit”), ) in an Non-interest 31 bearing account for the form of a wire transfer payable to Chicago Title Insurance Company Parties with the Deposit Holder within three (“Escrow Holder”). Unless 3) Banking Days after the date that: 32 (i) this Agreement shall have has been terminated pursuant signed by the Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) the Deposit Holder has confirmed in writing to the provisions hereof Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 38 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement to the Sellers shall be lodged with the Deposit Holder under Escrow Agreement, at least two (2) Banking days prior theretoto the Vessel’s expected delivery date and shall instruct the Deposit Holder to confirm to the Sellers receipt of funds. On delivery of the Vessel, no but not later than three (3) business days Banking Days after the expiration date that Notice of 42 Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 43 (i) the Deposit and the balance of the “Due Diligence Period” Purchase Price and all other sums payable shall be released to the Sellers; and (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 ($100,000i) (the “Additional Deposit”, and together with the Initial The Deposit and the Balance of the Purchase Price and all interest accrued thereonother sums payable, 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 released to Buyer’s the Sellers account within two(2) banking days, after the "Protocol of Delivery and deemed to be part Acceptance" have been signed by both Sellers and Buyers On delivery of the DepositVessel. In 44 (ii) the event balance of the consummation of Purchase Price and all other sums payable on delivery by the purchase and sale of Buyers 45 to the Property as contemplated hereunder, the Deposit Sellers under this Agreement shall be paid in full free of bank charges 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).46

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Clause I: The Tenant shall pay deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three RMB 313855.92 (equivalent to the sum of three months’ rent and No/100 Dollars ($7,143.00property management fee of the Premises) (to the “Initial Deposit”)Lessor on the date of execution of the Contract as guarantee for the Tenant’s faithful performance of all terms and conditions herein. When the amount of deposit held by the Lessor falls below the sum of three months’ rent and property management fee of the Premises, in the form lessor shall provide the Tenant with a written notice on such deficit and explain the reason. The Tenant shall fill the gap within seven days after receiving the written notice from the Lessor, or otherwise it shall pay penalty to the Lessor at 0.5‰ of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)the overdue amount for each day of the delay. Unless this Agreement Clause II: Deposit is free of interest. If the Tenant breaches any clause herein, the Lessor shall have been terminated the right to urge it to perform the Contract. In the event that the Tenant still fails to perform the obligations set forth herein after being so urged by the Lessor’s written notice, the Lessor shall have the right to deduct all or a part of Deposit to compensate its reasonable losses. Clause I of this article shall apply when the amount of deposit held by the Lessor falls below that set forth in Clause I of this article after the Lessor’s use of Deposit for offsetting amounts payable by the Tenant pursuant to the provisions hereof prior theretoof the Contract. Clause III: On expiration of the Lease Term, no later than three the Tenant shall: 1. Have fully performed all terms and conditions of the Contract, or have committed any breach of the Contract but have made adequate compensation to the Lessor for such breach. 2. Transfer the Premises and the installations and fittings therein to the Lessor in a good, clean and suitable-for-leasing condition (except the normal loss). 3) business . Independently remove the improvements or new installations added to the Premises during the Lease Term and restore the Premises to its original condition, except for those that can be kept with written consent of the Lessor. The Lessor shall refund Deposit, free of interest, to the Tenant within thirty working days after the expiration of Tenant performs the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds obligations set forth in the amount of One Hundred Thousand above clauses and No/100 Dollars ($100,000) (passes inspection by 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)Lessor.

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of 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”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time 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 termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by 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 Lessor upon such 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 Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is TD Bank, ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Cazabella Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on 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)calendar.

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 On the mutual execution and exchange of this Agreementdate a Bid Procedures Order is issued by the Bankruptcy Court, Buyer shall deposit into deliver to an escrow agent jointly selected by Seller and Buyer (“Escrow (as defined belowAgent”) cash in the amount of Seven Two Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00250,000) as an ▇▇▇▇▇▇▇ money deposit (the “Initial Deposit”), to be held in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated escrow pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration terms and conditions of an escrow agreement mutually acceptable to Seller and Buyer which shall provide for release of the “Due Diligence Period” (Deposit as hereinafter defined)provided in this Section 2.6 and Section 10.3. If the Closing occurs, Buyer Escrow Agent 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 release the Deposit in a non-commingled trust account and shall invest to Seller at the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments Closing 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 partial payment of the DepositPurchase Price. 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 If this Agreement is terminated before 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 Buyeroccurs, then the Deposit shall be immediately released as provided in Section 10.3. Pending its proper release pursuant to the provisions of this Section 2.6, the Deposit shall be held by the Escrow Agent in an interest bearing escrow account. Notwithstanding anything contained herein to the contrary, any interest which has accrued with respect to the Deposit, shall be released to the Buyer from time to time in accordance with Buyer’s instructions to the Escrow Agent. Seller and automatically paid over Buyer agree to Buyer without prepare, execute and deliver such written instructions as the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit other party or the Additional Escrow Agent may reasonably request to ensure that the Deposit as and when required hereunder shall be for Seller to terminate is released in accordance with this AgreementSection 2.6. All references Nothing contained in this Agreement to a “return of the Deposit” Section 2.6 shall also be deemed to include constitute a return limitation on damages or limit any remedies otherwise available to Buyer or Seller. Seller and Buyer shall each pay one half of the “Deposit” fees of the Escrow Agent. Seller shall acquire no rights in the Deposit other than as expressly set forth herein, and the Deposit shall not become property of Seller’s bankruptcy estate prior to the time that it is released, or should properly be released, to Seller under the “Other Property Purchase Agreements” (as defined herein)provisions of this Agreement.

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 On the mutual execution date hereof, Buyer shall deposit (i) Fifteen Million One Hundred Eighty-Five Thousand Dollars ($15,185,000) with respect to the ▇▇▇▇▇▇'▇ Sellers Purchased Assets and exchange (ii) Fourteen Million Eight Hundred Fifteen Thousand Dollars ($14,815,000) with respect to the Caesars Sellers Purchased Assets (collectively with any additional amounts delivered by Buyer pursuant to Section 5.1(a) hereof, the "Deposit") with ▇▇▇▇▇▇▇ Title Guaranty Company (the "Escrow Agent") pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the "Deposit Escrow Agreement") executed and delivered by each Seller, Buyer and the Escrow Agent. Upon the Closing, the Deposit, and the interest accrued thereon, shall be credited against the Purchase Price and the appropriate portion of the Deposit and the interest accrued thereon shall be paid to the ▇▇▇▇▇▇'▇ Sellers and the Caesars Sellers, as applicable (or if an Electing Seller, its designated "qualified intermediary") in the amount set forth in the Deposit Escrow Agreement, and shall be promptly released by the Escrow Agent to each applicable Seller (or if an Electing Seller, its designated "qualified intermediary") pursuant to this Section 3.2(a) and the terms of the Deposit Escrow Agreement. Upon the termination 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 the 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 payable pursuant to Buyer’s account Section 10.2(c) hereof, and deemed thereafter shall be promptly released by the Escrow Agent to be part Buyer or the Sellers, as applicable, pursuant to such Section 10.2(c) hereof and the terms of the DepositDeposit Escrow Agreement. (b) Each 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 3.2(b).

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 (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”), in the form of a wire transfer payable to Chicago with First American Title Insurance Company (“Escrow Holder”). Unless , having its office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, a fully executed original of 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), and Buyer shall deposit with concurrently deliver to 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”, ) in good funds either by certified bank or cashier’s check or by federal wire transfer. Escrow Holder shall hold the First Deposit in an interest-bearing account of a federally insured bank or savings and together with the Initial loan association acceptable to Buyer. The Deposit and all interest accrued thereonon the First Deposit while held by Escrow Holder shall be credited to the Purchase Price upon the close of Escrow. Except as otherwise specifically provided in Section 2.3 and Section 7.2 below, and Article VIII hereof, if Buyer delivers to Escrow Holder, prior to the expiration of the Contingency Period (hereinafter defined), a Second Deposit in the sum of Four Hundred Thousand Dollars ($400,000.00) (the “Second Deposit”) in good funds either by certified bank or cashier’s check or by federal wire transfer, together with a unqualified written approval of the contingencies set forth in Section 3.1 below, together with instructions to immediately release to Seller the First Deposit and the Second Deposit (together, 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 and the accrued interest on the First Deposit shall be nonrefundable to Buyer, absent a material default by Seller under this Agreement. Upon receipt of the Second Deposit and Buyer’s release instructions, Escrow Holder shall immediately release the full Deposit to Seller. If Buyer does not timely deposit the Second Deposit with instructions to immediately release the same, and automatically paid over provide concurrent written notification to Escrow Holder and to Seller that Buyer without has approved the need for any further action by either Party hereto. The sole remedy for a failure by Property, then Buyer shall be deemed to make have disapproved the Property, the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller returned to terminate this Agreement. All references in Buyer, and 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)terminate.

Deposit. Within one (1a) business day following Purchaser, on or prior to the mutual execution and exchange of this Agreementdate hereof, Buyer shall has 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 Acquiom Clearinghouse LLC (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 equal to 5% of One Hundred Thousand and No/100 Dollars the Cash Payment portion of the Purchase Price ($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 separate segregated, non-commingled trust interest bearing escrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller or Purchaser and shall invest the Deposit in an insured, interest bearing money market accounts, certificates be applied against payment 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 DateDate or otherwise paid or disbursed as expressly provided in this Agreement. (b) If this Agreement has been terminated by Sellers pursuant to Section 8.1(d) and 8.1(f), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Yellow, and Yellow shall retain the Deposit (together with any and all investment interest thereon if any); provided that nothing in this paragraph shall be deemed to limit any other remedies to which Purchaser may be entitled under this Agreement or applicable Law. (c) If this Agreement has been terminated by any Party, other than as contemplated by Section 2.2(b), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Purchaser, and the Deposit, together with any and all investment interest thereon, if any, shall be returned to Purchaser within five (5) Business Days after such termination. (d) The Parties agree that Sellers’ right to retain the Deposit (together with any and all investment interest thereon if any), as set forth in Section 2.2(b), is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) If the Closing occurs, at the Closing the Parties shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any), less the aggregate amount of any Disputed Amounts, to such account(s) as may be designated by Yellow. In the event there are any Disputed Amounts at the sale time of the Property is not consummated because Closing, the parties shall, within one (1) Business Day following the resolution of (a) a Seller default, (b) such Disputed Amounts by the termination of this Agreement by Buyer Independent Accountant in accordance with any right Section 2.7(c)(ii), deliver joint written instructions to so terminate provided herein, (c) the failure Escrow Agent directing the Escrow Agent to transfer by wire transfer of any immediately available funds the remaining amounts 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 any additional Deposit amounts to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer or Parties entitled thereto pursuant 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 written decision of the Deposit” shall also Independent Accountant as set forth in Section 2.7(c)(ii), to such account(s) as may be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)designated by such recipient Party or Parties.

Deposit. Within one (1) business day following the mutual Upon execution and exchange of this AgreementSublease, Buyer Sublessee shall deposit into Escrow (as defined below) supply Sublessor with a letter of credit in a form and from an institution reasonably acceptable to Sublessor in the amount equal to six (6) months of Seven Thousand One Hundred Forty Three base rental payments to be held for the duration of the Sublease Term. Provided, however, that if Sublessee is not in default at the end of the eighteenth (18th) month and No/100 Dollars the Sublessor's net worth at the eighteenth ($7,143.0018) month is equal to or better than its net worth at the Sublease execution date, said letter of credit shall be reduced by one-half. The letter of credit provided herein shall be considered as partial security for the payment and performance by, Sublessee of all of Sublessee's obligations, covenants, conditions and agreement under this Sublease. Whenever Sublessee shall be in default for thirty (30) days or more, Sublessor shall be entitled to the “Initial Deposit”)proceeds from the letter of credit and to demand a new letter of credit be put into place. For purposes of this Sublease, net worth shall mean all amounts in respect of the form Sublessee's capital stock, plus the amounts of additional paid in capital, retained earnings and other items designated as part of the Sublessee's stockholders' equity all of which would appear as such on a wire transfer payable to Chicago Title Insurance Company consolidated balance sheet of the Sublessee, less the amounts of goodwill or other intangible assets of the Sublessor, all as of such date prepared in accordance with UN Generally Accepted Accounting Principles (“Escrow Holder”GAAP). Unless this Agreement The Sublessee shall have been terminated pursuant furnish to the provisions hereof prior theretoSublessor, no later than three the following financial statements, reports, June 1, 1997 And information as of the sublease execution date and at the eighteenth (318) business month: (a) promptly when available and in any event within 30 days after the expiration execution date and the end of the “Due Diligence Period” eighteenth (as hereinafter defined)18) month, 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 unaudited consolidated balance sheet of the Deposit. In Sublessee and its consolidated subsidiaries certified as to fairness and accuracy of presentation and compliance and consistency with GAAP by the event chief accounting or financial officer 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, Sublessee. (b) Simultaneously with 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 delivery of the Deposit” shall also be deemed financial statements referred to include in a) above, a return certificate of the “Deposit” under chief accounting or financial officer of the “Other Property Purchase Agreements” (as defined herein)Sublessee setting forth in reasonable detail whether the Sublessee was in compliance with the Net Worth requirement on the date of such financial statements and certifying that no default exists on the date of delivery of such certificate.

Deposit. (a) Within one three (13) business day following Business Days of the mutual execution and exchange date of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the pay a cash amount of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00USD 30,000,000) (as security for the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless Purchaser’s obligations under 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”)) to the Vendor. If an Escrow Holder shall deposit Agreement has been duly executed by the parties thereto and the Escrow Account has been opened prior to the date on which the Deposit is required to be paid, then the Purchaser may elect to instead pay such Deposit to the Escrow Agent and, in a non-commingled trust account and each case the Purchaser shall invest provide evidence to the Vendor of such payment once made. (b) To the extent that the Deposit has been actually paid to the Vendor or released from the Escrow Account to the Vendor, the Deposit will, upon Initial Transfer and, if applicable, any Deferred Transfer, be applied 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 satisfaction of the Deposit. In the event Purchaser’s obligation to pay or procure payment of the consummation of Adjusted Initial Transfer Amount as set forth in Clause 3.3 (Payment at Initial Transfer) and, if applicable, the purchase and sale of Adjusted Deferred Transfer Amount as set forth in Clause 3.4 (Payment at Deferred Transfer)). (c) To the Property as contemplated hereunderextent not previously applied in accordance with Clause 3.2(b), the Deposit shall be paid released from the Escrow Account: (i) to Existing Owner the Purchaser if the Initial Transfer fails to occur for any reason other than due to a default by the Purchaser of its obligations and credited against (ii) to the Purchase Price on Vendor if the Closing DateVendor terminates this Agreement due to a default by the Purchaser of its obligations. In The Deposit will otherwise be released from the event Escrow Account to the sale of Vendor. (d) If the Property Deposit is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer paid in accordance with Clause 3.2(a) pursuant to this Agreement or any right deposit under the Other Agreement is not paid when required under the Other Agreement, the Vendor may terminate this Agreement and the Other Agreement by written notice to the Purchaser. If the Vendor so terminate provided hereinnotifies the Purchaser each party’s further rights and obligations cease immediately on termination other than this Clause 3.2(d) and the Surviving Provisions. Following such termination the Purchaser will, on written demand, reimburse the Vendor and the Vendor Guarantor for the actual cost of their external advisors incurred in connection herewith up to an aggregate cap of One Million Five Hundred Thousand Dollars (cUSD 1,500,000). (e) Each of the failure of Vendor and the Purchaser shall instruct the Escrow Agent (including by executing and delivering any of Buyer’s Closing Conditions (as defined belownotices required under the Escrow Agreement) to occur or (d) any other reason other than a default by Buyer, then release all amounts standing to the Deposit shall be immediately credit of the Escrow Account at the times 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 person as and when required hereunder shall be for Seller to terminate this Agreement. All references set forth 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)Clause 3.2.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange of this Agreement, 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 has deposited by wire transfer payable to Chicago Title Insurance Company in same day funds with the Escrow Agent the sum of $45,000,000 (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretosuch sum, 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 earned thereon, the “Deposit”). The Deposit will be held by the Escrow Holder Agent pursuant to the terms of this Section 3.2 and a mutually agreeable escrow agreement among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”). If Closing occurs, the Parties shall deposit jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit in a non-commingled trust account 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 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 applied toward the Purchase Price on Price. (a) If (i) all conditions precedent to the Closing Date. In 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 event the sale of the Property is transactions contemplated by this Agreement are not consummated because of of: (a) a Seller default, (bA) the termination failure of this Agreement by 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 as of the date of this Agreement and the Closing, then, in such event, Seller shall have the option to: (1) terminate this Agreement and have Range, on behalf of Seller, receive the Deposit as defined below) to occur liquidated damages, or (d2) seek the specific performance of Buyer. If the Seller elects to have Range receive the Deposit on behalf of Seller pursuant to this Section 3.2(a), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit to Range on behalf of Seller. (b) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(a), 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, through or under Seller or any Affiliate thereof. Buyer and Seller shall also be deemed thereupon have the rights and obligations set forth in Section 14.2. If Buyer is entitled to include a return receive the Deposit pursuant to this Section 3.2(b), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the “Deposit” under Escrow Agreement to release the “Other Property Purchase Agreements” (as defined herein)Deposit to Buyer.

Deposit. Within one (1) business day following Upon the mutual execution and exchange delivery of this AgreementContract, Buyer shall make a deposit into Escrow (as defined belowthe "First Deposit") in the amount of Seven Thousand One Hundred Forty Three Thousand and No/100 Dollars % ($7,143.00100,000.00) Dollars with The Law Office of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, located at 245 Saw Mill ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Initial Deposit”), in the form of a wire transfer payable hereinafter referred to Chicago Title Insurance Company (“as "Escrow Holder”Agent"). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after Upon the expiration of the “"Due Diligence Period” " (as hereinafter defined), Buyer shall make an additional deposit with Escrow Holder additional cash or other immediately available funds (the "Second Deposit") in the amount of One Three Hundred Thousand and No/100 Dollars % ($100,000300,000.00) Dollars with the Escrow Agent. The First Deposit and the Second Deposit (the “Additional Deposit”First Deposit and, and together with to the Initial Deposit and all interest accrued thereonextent paid to Escrow Agent, the “Second Deposit being hereinafter referred to as the "Contract Deposit”). ") shall be made by check and shall be held in escrow by Escrow Holder shall deposit the Deposit Agent in a non-commingled trust account and shall invest the Deposit in an Federally insured, interest bearing money market accountsaccount, certificates with interest payable to the party entitled to receive the Contract Deposit pursuant to the terms of depositthis Contract. The Contract Deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and together with all accrued interest thereon thereon, shall be credited applied to Buyer’s account and deemed to be part of the Deposit. In Purchase Price at "Closing" (as hereinafter defined) or if the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Closing does not occur shall be paid to Existing Owner and credited against the Purchase Price on Seller unless this Contract expressly provides that it shall be paid to Buyer. If for any reason the Closing Date. In does not occur and either party makes a written demand upon the event the sale Escrow Agent for payment of the Property Contract Deposit, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (l0) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such ten (l0) day period or if for any other reason the Escrow Agent in good faith shall elect not consummated because to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or disposition of (a) the same has been directed by a Seller defaultfinal, (b) nonappealable court order or Escrow Agent may pay the termination of this Agreement by Buyer Contract Deposit into court 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 heretoproper court procedure. The sole remedy parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for a failure by Buyer to make their convenience, that the Initial Deposit or the Additional Deposit as and when required hereunder Escrow Agent shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also not be deemed to include a return be the agent of either of the “Deposit” parties, except as expressly set forth herein, and that the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Contract or of any escrow agreement or involving gross negligence. Both parties shall jointly and severally reimburse and indemnify Escrow Agent harmless from and against any and all loss, liability, costs and expenses, including without limitation, reasonable attorneys' fees and expenses as a result of its performance of its duties and obligations under this Contract. Upon making the “Other Property Purchase Agreements” (as defined herein)delivery of the Contract Deposit and interest earned thereon in the manner provided in this Contract, Escrow Agent shall have no further liability hereunder. The Escrow Agent joins in the execution of this Contract solely for the purpose of acknowledging receipt of the First Deposit and its agreement to hold the same pursuant to the terms hereof.

Deposit. Within one (1) business day following As part of the mutual execution and exchange Opening 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 Buyer shall deliver to Chicago Madison Title Insurance Company Agency, LLC (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to , which has an address of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇, the provisions hereof prior thereto, no later than three sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS (3$250,000.00) business days after the expiration of the (“Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other Initial Deposit”) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the as a good faith deposit. The Initial Deposit and all interest accrued thereonearned on any of the foregoing, shall be collectively referred to in this Agreement as the “Deposit”). At Buyer’s discretion, Escrow Holder shall deposit place the Deposit in a nonone or more government insured interest-commingled trust account bearing accounts satisfactory to Seller and Buyer (which shall have no penalty for early withdrawal), and shall invest not commingle the Deposit with any funds of Escrow Holder or any other person or entity. If Closing occurs in an insuredaccordance with this Agreement, interest bearing money market accounts, certificates the Deposit shall be applied against the Purchase Price. The Deposit shall be returned to Buyer if (y) Buyer elects to terminate this Agreement in accordance with Section 6.5 or Section 12 below or (z) Escrow fails to close due to (i) Seller’s breach of deposit, United States Treasury Bills this Agreement or such (ii) the failure of a condition to close under Section 4.2 (other than a failure of Buyer to deliver funds or instruments as directed under Section 4.2.2 or a breach by Buyer and reasonably acceptable under Section 4.2.4 or the occurrence of an event under Section 4.2.6 with respect to Existing Owner and interest thereon Buyer); otherwise, the Deposit shall be credited deemed earned by and released to Buyer’s account and deemed Seller pursuant to be part of Section 3.3 below if the DepositAgreement terminates for any other reason. 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 either Seller or Buyer for any reason other than pursuant to Section 6.5, Escrow Holder is authorized to deliver the Deposit to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5th) Business Day following receipt by Escrow Holder and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Holder, in good faith, that it disputes the right of the other party to receive the Deposit. In such event, Escrow Holder may either disburse the Deposit in accordance with any right to so terminate provided hereina jointly executed instruction letter from Seller and Buyer or, if no such instruction letter is received within ten (c10) Business Days after the failure Escrow Holder’s receipt of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyerthe original letter identifying the dispute, then interplead 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).into a

Deposit. Within one (1a) business day following Prior to 5:00 p.m. on the mutual execution and exchange of this Agreementfirst Business Day after the Vendor gives Notice to the Purchaser that the KSI Approval has been obtained, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (pay $7,143.00) 500,000.00 (the “Initial Deposit”)) by wire transfer to the Vendor’s Solicitors, in trust, as an initial deposit, which shall be held in an interest-bearing account pending completion or termination of this Agreement. (b) Prior to 5:00 p.m. on the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant first Business Day following the date on which the Purchaser gives Notice to the provisions hereof prior thereto, no later than three (3) business days after Vendor that the expiration of the “Due Diligence Period” (as hereinafter defined)Condition has been satisfied or waived, Buyer the Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars (pay $100,000) 1,500,000.00 (the “Additional Deposit”) by wire transfer to the Vendor’s Solicitors, in trust, as a further deposit, which shall be held in an interest-bearing account pending completion or termination of this Agreement. (c) Subject to the rights of the Vendor with respect to the Deposit pursuant to Section 2.5(c), if the Transaction is not completed for any reason other than the default of the Purchaser, the Deposit (together with all interest earned thereon) shall be returned to the Purchaser forthwith after termination without any set-off, abatement or deduction whatsoever and the parties shall have no further rights and remedies, at law or in equity, against each other unless the Transaction is not completed by reason of the default of the Vendor, in which case the Purchaser shall have all other rights and remedies available to the Purchaser hereunder, at law or in equity provided that the Purchaser agrees that the maximum liability of the Vendor in the case of the Transaction not being completed by reason of the Vendor’s default is an amount equal to the amount of the Deposit then paid by the Purchaser, subject to the next sentence. Notwithstanding the previous sentence or anything to the contrary herein, in the event: (i) the Transaction is not completed by reason of the Vendor’s default; (ii) subsequent to such default, the Vendor completes the sale of the Hotel Assets to a third party within one year after the later to occur of: (A) the Effective Date; or (B) the scheduled Closing Date (a “Third Party Sale”); and (iii) the Purchaser obtains a declaration or judgment from an arbitrator (pursuant to a referral to binding arbitration in such manner as the parties may agree) or a court of competent jurisdiction that the reason for the Vendor’s default was to complete the Third Party Sale, with the Purchaser having the right in its sole discretion to elect the forum to seek such a declaration or judgment relating to a Third Party Sale (subject to the parties agreeing to the form of arbitration as aforesaid in the event the Purchaser elects for arbitration as the forum), then the Vendor, in addition to its obligation to return the Deposit (together with all interest earned thereon, and any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable) to the Purchaser, subject to the Vendor’s rights pursuant to Section 2.5(c), shall be liable to pay to the Purchaser an amount equal to: (x) the Purchaser’s reasonable and actual, out-of-pocket costs incurred by the Purchaser in conducting due diligence on the Hotel Assets, up to a maximum of $300,000 (inclusive of HST); plus (y) any amount of purchase price paid by the abovementioned third party purchaser pursuant to the Third Party Sale that is greater than the Purchase Price. If the Transaction is not completed as a result of the default of the Purchaser, the Deposit then paid by the Purchaser, together with the Initial Deposit and all interest accrued earned thereon, shall be forfeited to the “Deposit”). Escrow Holder shall deposit Vendor, without prejudice to any further rights or remedies available to the Vendor at law or in equity. (d) If the Transaction is completed, 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 due on Closing and shall be paid by the Vendor’s Solicitors to Buyer’s account the Vendor (or as it may direct) on Closing 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, any interest earned on the Deposit shall be paid to Existing Owner the Purchaser as soon as reasonably possible following the Closing. (e) The Vendor and credited against Purchaser acknowledge and agree that the Purchase Price on Vendor’s Solicitors shall be a mere holder of the Deposit and in that regard the parties agree as follows: (i) the Vendor’s Solicitors do not, and will not be deemed to, assume any duty, liability or responsibility other than to hold the Deposit in accordance with the provisions of this Agreement and to pay the Deposit to the Person becoming entitled thereto in accordance with the terms of this Agreement; (ii) the Vendor’s Solicitors will 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 acceptance by the Vendor’s Solicitors of any such Notice or other document received in good faith by the Vendor’s Solicitors; (iii) if the Vendor’s Solicitors are uncertain as to their duties or rights hereunder or receive instructions, claims or demands from any party hereto or from any third party with respect to the Deposit which, in their opinion, conflict with any provision of this Agreement or with any other instruction, claim or demand from any party hereto, they may pay the Deposit into a court of competent jurisdiction or refrain from taking any action authorized and directed hereunder until they have been authorized or directed otherwise in writing by both the Vendor and Purchaser, or by an order of a court of competent jurisdiction from which no further appeal may be taken; (iv) neither the disbursement of the Deposit to any other party or into court or pursuant to an order of the court, as provided herein, nor any dispute between the Vendor and Purchaser, whether or not involving the Deposit, will in any way hinder the ability of the Vendor’s Solicitors to continue to act as legal counsel to the Vendor; and (v) It is the intention of the parties that this Section 3.1(e) will benefit the Vendor’s Solicitors, notwithstanding that they are not party to this Agreement, and the parties acknowledge that the Vendor’s Solicitors have agreed to hold the Deposit in reliance upon this Section 3.1(e). (f) The provisions of this Section 3.1 shall survive the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the or any 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 regardless of the Deposit” shall also be deemed to include a return cause of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such termination.

Deposit. Within one 10.1 The Lessee shall pay the Deposit amount as detailed in Item 18 of the Schedule to this Agreement, 7 (1Seven) business day following days prior to the mutual execution Commencement Date. The Lessee shall not be entitled to take possession or occupation of the Premises until such time that the deposit has been received by the Lessor, but the Lessee shall nevertheless remain liable for all its obligations (including payment of rental) in terms of this Agreement. 10.2 The Lessor shall have the right to apply (at any time during the lease Period or after the termination of this Agreement) the whole or any portion of the deposit towards any liability (of whatsoever nature, and exchange arising from whatsoever cause emanating from this Agreement, by virtue of this Agreement or in any way connected with this Agreement) of the Lessee or obligation of the Lessee. If the whole or any portion of the deposit is applied during the currency of this Agreement, Buyer the Lessor shall notify the Lessee thereof in writing and the Lessee shall immediately reinstate the Deposit to its the original amount. Without limiting from the generality hereof, the deposit into Escrow may be applied towards the payment of Rental, water, electricity, gas, key replacements, maintenance and/or renovations for which the Lessee is liable or responsible in terms of this Agreement. 10.3 The utilisation of the deposit (as defined belowor forfeiture thereof in terms of 5.1) 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 be without prejudice to the provisions hereof prior thereto, no later than three Lessor’s right to claim damages or penalty as provided for in this Agreement. 10.4 The Lessor (3or its agents) business days after shall retain the deposit until 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 earlier termination of this Agreement Agreement, the vacating of the Premises by Buyer the Lessee and the complete discharge of all the Lessee’s obligations to the Lessor arising from this Agreement, whichever is the later. The deposit (or part thereof should any amounts need to be deducted for obligations of the Lessee) shall be refunded to the Lessee on the expiration or earlier termination, less any amounts due and owing by the Lessee for its obligations in accordance terms of this Agreement. 10.5 The deposit shall be retained by the Lessor or its agent, in an interest bearing account and the Lessee shall be entitled to any such interest that may accrue on termination of the Agreement. 10.6 The Lessee shall not be entitled to set-off against any deposit any Rental or other amount due and/or payable by it. 10.7 The Lessee shall pay such increase in the deposit as the Lessor may reasonably demand during the Lease Period (commensurate with any right increased rental or other charges in terms of this Agreement) or any extension or renewal thereof. 10.8 If, after a period of 12 (Twelve) months, from the date of expiry or earlier termination of the Lease, for whatever reason, the Lessee has taken no action to so terminate provided hereinclaim the deposit or such portion thereof as may remain after the application thereof to any amounts owed by the Lessee, (c) whether for damages rental or otherwise, 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 Lessor shall be immediately entitled to retain the deposit or any balance remaining after the Lessor’s claims against the Lessee have been met, as its own funds, absolutely and automatically paid over to Buyer without any claim therefore 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 of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Lessee.

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 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 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder (as hereinafter defined) simultaneously with the “Additional Deposit”receipt by Purchaser of a fully executed copy of this Agreement, and together shall cause an additional One Hundred Thousand and 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder on the Out Date (as hereinafter defined) unless Purchaser shall elect, pursuant to Section 3.5 below, on or before the Out Date, not to proceed with the Initial Deposit purchase of the Property, and such amounts (collectively with all interest accrued thereon, the “Deposit”), shall 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 three (13) business day following days after the mutual execution Effective Date, Purchaser shall deliver to First American Title Insurance Company (the “Escrow Agent”), as escrow agent, the sum of Fifty 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 00/100 Dollars ($7,143.0050,000.00) (the “Initial Deposit”), which shall be held in escrow by the form Escrow Agent in accordance with the terms of a wire transfer payable to Chicago Title Insurance Company this Agreement. The Initial Deposit, together with any Additional Deposit (as hereinafter defined) and the Due Diligence Extension Deposit, if any (as hereinafter defined) shall constitute the “Deposit”, which shall be held in escrow by the Escrow Holder”)Agent in accordance with the terms of this Agreement. Unless The Deposit shall be deposited by the Escrow Agent in non-interest bearing deposit account. If Purchaser does not terminate this Agreement shall have been terminated pursuant prior to the provisions hereof prior theretoend of the Due Diligence Period, no later than within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)thereafter, Buyer Purchaser shall deposit with Escrow Holder the additional cash or other immediately available funds in the amount sum of One Hundred Fifty Thousand and No/100 00/100 Dollars ($100,00050,000.00) by wire transfer to the Escrow Agent (the “Additional Deposit”). The parties hereto expressly agree that if the parties give the Escrow Agent contradictory instructions, the Escrow Agent shall have the right at its election to file an action in interpleader requiring the parties to answer and together litigate their several claims and rights among themselves and the Escrow Agent is authorized to deposit with the Initial Deposit clerk of the court all documents and all interest accrued thereonfunds held pursuant to this Agreement. If such action is filed, the “Deposit”). parties agree to pay the Escrow Holder shall deposit Agent’s cancellation charges and costs, expenses and reasonable attorneys’ fees which the Deposit Escrow Agent is required to expend or incur in a non-commingled trust account and shall invest the Deposit in an insuredinterpleader action, 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 the amount thereof to be part fixed and judgment therefor to be rendered by the court. Upon the filing of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereundersuch an action, the Deposit Escrow Agent shall thereupon be paid fully released and discharged from all obligations to Existing Owner and credited against further perform any duties or obligations otherwise imposed by 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 Buyer, then instructions given to 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)Escrow Agent hereunder.

Deposit. Within one three (13) business day following days of the mutual execution by Buyer and exchange Seller of an original or an originally executed counterpart of this Agreement, and as a condition to the effectiveness 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) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositImmediately Available Funds”), 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 Except in the event of the consummation of the purchase and sale of or Seller’s default caused by its failure to convey the Property as contemplated hereunderin accordance with this Agreement, or damage to the Property due to casualty sufficient to entitle Buyer to terminate n accordance with Paragraph 17, below, the Deposit shall be paid deemed earned by Seller upon such deposit, as compensation for its time and expenses in preparing for and negotiating this transaction. and providing Buyer with a limited period of exclusive negotiation and time to Existing Owner complete the purchase of the Property. Accordingly, Escrow Holder shall immediately distribute the Deposit to Seller, without need for further instructions. Following such distribution, Escrow Holder shall not be concerned with the Deposit except to debit and credited against credit the Purchase Price on parties appropriately at the Closing Datetime of the Closing. When it is earned, the Deposit, shall be nonrefundable to Buyer at all times. In the event the sale of the Property is not consummated because of (a) a Seller defaultthat Buyer has elected to proceed with this transaction, (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 applicable to the Purchase Price upon the Close of Escrow. In the event Buyer elects, or is deemed to have elected, to proceed with the Escrow, but then fails to Close the Escrow for any reason other than Seller’s default, the Deposit shall constitute “Liquidated Damages” as provided in and automatically paid over subject to the provisions of subparagraph 24.2, below. At any time following the third (3rd) day after Seller has deposited a signed counterpart of this Agreement into Escrow, if Buyer has likewise not deposited a signed counterpart of this Agreement and the Deposit into Escrow, Seller shall have the right, in its sale and absolute discretion, to withdraw its documents from Escrow and no contract shall have been formed. Neither Seller’s execution of this Agreement, nor its delivery of same to Escrow Holder shall be deemed to be an offer to Buyer without to deal on 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 terms set forth herein, and when required hereunder no contract shall be for formed unless and until both parties have deposit duly executed and unconditionally delivered originals or original counterparts of this Agreement into Escrow. In the event that Buyer has not made the Deposit in a timely manner, Seller shall have the right to terminate this Agreement. All references in this Agreement by given written notice of its election to a “return of the Deposit” shall also be deemed do so to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer and Escrow Holder.

Deposit. Within one five (15) business day following Business Days after the mutual execution date that this Agreement has been executed and exchange delivered by each of this Agreementthe Purchaser and each Seller, Buyer the 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 by wire transfer payable to Chicago Title Insurance Company (“with 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 ) an ▇▇▇▇▇▇▇ money deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Fifteen Million Dollars ($100,00015,000,000) (as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonsame may be increased pursuant to Section 7.1, the “Deposit”). Escrow Holder shall deposit Time is of the essence for the delivery of the Deposit in under this Agreement and the failure of the Purchaser to timely deliver the entire Deposit shall be a non-commingled trust account material default, and shall invest entitle the Sellers, at the Sellers’ sole option, to terminate this Agreement immediately and to pursue the Purchaser for damages in an amount equal to the Deposit, which amount shall constitute liquidated damages and the Sellers’ sole remedy at law or in equity for the Purchaser’s failure to deposit timely the Deposit in an insuredwith Escrow Agent following the execution and delivery of this Agreement by the Sellers and the Purchaser. Escrow Agent shall immediately invest and hold the Deposit pursuant to that certain Deposit Escrow Agreement entered into by the Sellers, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments the Purchaser and the Escrow Agent 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 Depositdate hereof in the form attached hereto as Exhibit 2. 1. In As used herein the event term Deposit shall include any interest accrued thereon. If this Agreement has not been previously terminated in accordance with Section 4.3, then the Deposit shall not be refundable to the Purchaser except as otherwise set forth herein. If paid to the Sellers pursuant to the terms of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid allocated among the Sellers in proportion to Existing Owner and credited against their applicable percentage interest in the Purchase Price on as set forth in the Closing DateAllocation of Values. In If the event the sale of the Property Purchaser is not consummated because of (a) a Seller default, (b) the termination entitled under any express provision of this Agreement by Buyer in accordance with any right to so elect to terminate provided herein, (c) this Agreement and receive the failure return of any the Deposit and timely delivers the requisite notice of Buyer’s Closing Conditions (as defined below) its election to occur or (d) any other reason other than a default by Buyerterminate, then the Deposit shall be immediately promptly returned to the Purchaser by Escrow Agent and automatically paid over to Buyer without the need for no party shall have any further action by either Party hereto. The sole remedy obligation or liabilities under this Agreement, except for a failure by Buyer to make such obligations or liabilities that expressly 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 Upon the Closing, the Deposit shall be credited toward payment of the Deposit” Purchase Price. Any taxes due on interest income earned on the Deposit shall also be deemed to include a return the sole responsibility of the “Deposit” under Purchaser, and the “Other Property Purchase Agreements” (as defined herein)Purchaser will provide to the Escrow Agent a form W-9 for the reporting of such interest income.

Deposit. Within one On or before August 30, 2013, the Purchasers shall deposit $20,000.00 (1the “Deposit”) by wire transfer into the Escrow Account (the “Funding Date”). The Deposit shall become non-refundable at the close of business on the 10th business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Funding Date (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”). The Deposit will be held in the Escrow Holder shall deposit Account until 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 closing of the purchase and sale of the Property Shares (the “Closing”) or until ordered released as contemplated hereunderper other sections of this Agreement or pursuant to the terms of the Escrow Agreement. The Deposit shall be fully refundable to the Purchasers for any reason during the Due Diligence Period. After the Due Diligence Period, the Deposit shall will be paid non-refundable to Existing Owner and credited against the Purchase Price on Purchasers unless the Closing Date. In Sellers fail to fulfill all things to be completed pursuant to 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 and outlined in accordance with any right Sections 2.12 and 3.02. In addition if, after signing this Agreement and prior to so terminate provided the Closing, the Purchasers discover a fact that was not previously revealed that materially changes the structure and intent of this Agreement and the transactions contemplated herein, (c) the failure Purchasers will notify the Sellers 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 fact 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 their intention to terminate this Agreement. All references in this Agreement to and may request a “return refund of the Deposit” , in writing, addressed to the Escrow Agent and the Sellers. The Sellers shall also be deemed to include a return have 10 business days after receiving the request for the refund of the “Deposit” Deposit to correct the issue or the Escrow Agent will refund the Deposit to the Purchasers. The account wire instructions for all payments to be made under this Agreement are as follows: First Bank of Colorado E▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 8▇▇-▇▇▇-▇▇▇▇ ABA Routing # 1▇▇▇▇▇▇▇▇ FOR THE ACCOUNT OF: J▇▇▇ ▇. ▇▇▇▇▇▇ COLTAF Trust Account 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Account # 419 120 3848 As soon as reasonably practicable after receipt of the “Other Property Purchase Agreements” (Deposit by the Escrow Agent, the Sellers will forward by overnight delivery, or by email, for review by the Purchasers, any and all documents of SMSA Crane which the Purchasers might reasonably request. The Purchasers will provide the Sellers with the information as defined herein)requested by the Sellers concerning the Purchasers, including information on its director(s) elect.

Deposit. (a) Within one two (12) business day days following the mutual execution and exchange of this AgreementAgreement Date, Buyer shall deposit into the Escrow (as defined below) the amount sum of Seven One Million Two Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,250,000.00) (the “Initial Deposit”), in Current Funds with the form Title Company. The Deposit shall be held by the Title Company in an interest-bearing account and all interest thereon shall become part of a wire transfer payable to Chicago Title Insurance Company the Deposit. (“Escrow Holder”). Unless this Agreement shall have been terminated b) If Buyer delivers the Go Forward Notice pursuant to the provisions hereof prior thereto, no later than three (3Section 1.2(a) business days after above on or before the expiration of the “Due Diligence Property Approval Period” (as hereinafter defined), then Buyer shall deposit with in Escrow Holder an additional cash or other immediately available funds in the amount of One Million Two Hundred Fifty Thousand and No/100 Dollars ($100,0001,250,000.00) (the “Additional Deposit”) in Current Funds within one (1) business day after the expiration of the Property Approval Period. If and when the Additional Deposit is deposited by Buyer into Escrow as provided hereunder, and together with then all references herein to the Initial “Deposit” shall refer, collectively, to the initial Deposit pursuant to Section 2.2(a) plus the Additional Deposit, and all interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account . (c) If 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 to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of complete the purchase and sale of the Property as contemplated hereunderin accordance with this Agreement, the Deposit shall be applied to payment of the Purchase Price for the Property in accordance with Section 2.1 hereof. If the purchase and sale of the Property is not so completed and this Agreement terminates following the expiration of the Property Approval Period for any reason other than a default by Seller hereunder or a termination of this Agreement pursuant to Sections 6.2, 6.3, or 7.2 hereof, then the Deposit shall be paid to Existing Owner Seller. If the purchase and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) so completed and this Agreement terminates due to a default by Seller default, (b) the hereunder or a termination of this Agreement by Buyer in accordance with any right pursuant to so terminate provided hereinSections 6.2, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur 6.3, or (d) any other reason other than a default by Buyer7.2 hereof, then the Deposit shall be immediately and automatically paid over returned to Buyer without upon such termination of this Agreement. (d) If Buyer fails to timely deposit into the need for Escrow any further action by either Party hereto. The sole remedy for a failure by portion of the Deposit within the time periods required, then Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for deemed in default under this Agreement, Seller to may terminate this Agreement. All references in this Agreement by written notice to a “return Buyer at any time prior to the date on which Buyer deposits such portion of the Deposit” , Seller shall also be deemed entitled to include a return retain any portion of the “Deposit” Deposit previously placed into Escrow by Buyer, and the parties shall have no further rights or obligations under this Agreement, except for rights and obligations that, by their terms, survive the “Other Property Purchase Agreements” (as defined herein)termination of this Agreement.

Deposit. Within one (1a) business day following Not later than 5:00 p.m. Eastern Standard Time (“EST”) on the mutual execution and exchange Agreement Date, the Purchaser, for the benefit of this AgreementSeller, Buyer shall deposit into with the Escrow (as defined below) Agent by bank wire transfer the amount sum of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00) 30,000,000.00), as an ▇▇▇▇▇▇▇ money deposit to assure Purchaser’s performance hereunder (together with all interest thereon, if any, the “Initial Deposit”). If the Purchaser fails to timely deliver the Initial Deposit within the time period specified in this Section 2.2, then this Agreement shall automatically terminate (except for those matters which are indicated herein as surviving termination), whereupon neither party shall have any further rights, duties or obligations hereunder other than the obligations and rights set forth herein that expressly survive the termination of this Agreement. Notwithstanding the foregoing, if there is any delay in the form delivery of a the Initial Deposit within the time period specified in this Section 2.2 for reasons beyond Purchaser’s reasonable control, so long as the Initial Deposit is actually received by Escrow Agent on or before ▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇ being understood and agreed that Escrow Agent shall, pursuant to Section 1 of the Escrow Agreement, notify Purchaser and Seller by e-mail upon receipt of the Initial Deposit), Purchaser shall be deemed to have satisfied its obligation to deliver the Initial Deposit within the time period specified in this Section 2.2 by providing Seller with the wire confirmation and ABA routing number or SWIFT Code evidencing the wire transfer payable of the Initial Deposit to Chicago the Escrow Agent on or before 5:00 pm EST on December 23, 2015. Simultaneously with the execution and delivery of this Agreement and prior to the delivery of the Initial Deposit, Seller, the Purchaser and Fidelity National Title Insurance Company (“Escrow HolderAgent”) shall enter into an escrow agreement substantially in the form of Exhibit E attached hereto (the “Escrow 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 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 The Initial Deposit and all interest accrued thereon, the Extension Deposit (if applicable pursuant to Section 3.1) are collectively referred to herein as the “Deposit”). Escrow Holder .” The Deposit shall deposit the Deposit in a be non-commingled trust account and refundable except as otherwise provided herein. (b) Escrow Agent shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills escrow account at a federally insured commercial bank or such other instruments as directed by Buyer and financial institution reasonably acceptable to Existing Owner both Seller and interest thereon Purchaser. Escrow Agent 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, hold the Deposit in accordance with the terms of this Agreement and the Escrow Agreement. At Closing, Escrow Agent shall be paid deliver the Deposit to Existing Owner Seller and credited credit the Deposit 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)Price.

Deposit. Within one No later than April 20, 2005, the Purchaser shall deliver to Continental Stock Transfer & Trust Company or such other entity as shall be mutually agreed by Purchaser and the Shareholder Representative (1the “Deposit Escrow (i) business day following One Million Dollars ($1,000,000) in cash (the mutual execution and exchange “Deposit Cash”), (ii) 500,000 shares of this Agreement, Buyer shall deposit into Escrow Sunset Common (as defined below) in the amount name of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) the Company (the “Initial Deposit”)Deposit Shares” and, 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 collectively with the Initial Deposit and all interest accrued thereonCash, the “Deposit”), which shares shall not be deemed issued or outstanding unless and until required to be released to the Company in accordance with the terms of the Deposit Escrow Agreement, and (iii) a confession of judgment promissory note executed by the Purchaser in favor of the Company in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) in substantially the same form as Exhibit C attached hereto and incorporated herein by this reference (the “Escrow Note”), which Escrow Note shall not be deemed to be issued or outstanding unless and until required to be released to the Company in accordance with the terms of the Deposit Escrow Agreement. The Escrow Holder Note and the Deposit, together with any interest thereon but less any applicable escrow fees and expenses to which the Deposit Escrow Agent is entitled pursuant to an escrow agreement entered into as of March 7, 2005 by the Purchaser, the Company, the Shareholder Representative (as representative of the Selling Parties) and the Deposit Escrow Agent (as amended, the “Deposit Escrow Agreement”), shall constitute the “▇▇▇▇▇▇▇ Money” and shall be held by the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement. The Purchaser shall have the right to prepay at any time, without premium, all or any portion of the principal indebtedness evidenced by the Escrow Note, together with accrued interest on the principal so prepaid to the date of such prepayment. Such prepayment shall be made by the Purchaser by depositing the amount to be prepaid into the Deposit Account, which shall become part of the Deposit Cash and the ▇▇▇▇▇▇▇ Money, and shall be held and disbursed in accordance with the terms of the Deposit Escrow Agreement. The principal amount of the Escrow Note shall be reduced by $2.00 for each $1.00 so deposited into the Deposit Account by the Purchaser. Subject to and in accordance with the terms of the Deposit Escrow Agreement, at the Closing, (x) the Deposit Escrow Agent shall release the Deposit Shares and Escrow Note to Purchaser, each of which shall be deemed cancelled and of no further force and effect upon release to Purchaser, and (y) the Deposit Escrow Agent shall deposit the Deposit in a non-commingled trust account Cash (together with all income and shall invest the Deposit in an insuredgain, interest bearing money market accounts, certificates of deposit, United States Treasury Bills dividends 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 distributions earned or received on the Deposit) into the Escrow Account. In Except as the Parties may otherwise agree in writing, 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 is terminated prior to Closing in accordance with any right to so terminate provided hereinthe provisions of Article IX of this Agreement, the ▇▇▇▇▇▇▇ Money shall be dispersed in accordance with Section 9.2 e. of this Agreement.” (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 Section 1.8 of the Deposit” shall also be deemed Merger Agreement is hereby amended and restated to include a return of the “Deposit” under the “Other Property Purchase Agreements” (read in its entirety as defined herein).follows:

Deposit. Within one (1) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 in immediately available funds (the “Initial "Deposit”), in ") with the form firm of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Salmon & Nostrand pursuant to the provisions hereof prior theretoEscrow Agreement, no later than three (3) business days after the expiration dated as of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in by and among the amount of One Hundred Thousand Purchaser, the Seller, Salmon & Nostrand and No/100 Dollars ($100,000) TransNation Land America, Inc. (the “Additional Deposit”"Escrow Agent"). Pursuant to the Escrow Agreement, if the Board of Directors of the Seller approves this Agreement, then within one Business Day after receipt of notice of such approval Salmon & Nostrand shall either (i) deliver (x) the Deposit to the Escrow Agent to be held in accordance with the Escrow Agreement, and together with (y) any interest accrued on the Initial Deposit to the Purchaser or (ii) if the Purchaser shall have delivered the Letter of Credit to the Seller, return the Deposit and all any interest accrued thereonthereon to the Purchaser. At the Closing, the “Deposit”). Escrow Holder shall deposit (A) if the Deposit in a non-commingled trust account and shall invest has been delivered 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 the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on and any interest accrued thereon shall be disbursed to the Purchaser or (B) if the Letter of Credit shall have been delivered to the Seller, the Seller shall draw upon the Letter of Credit in full (the Purchaser hereby agreeing that the Seller shall not be obligated to consummate the Closing Date. In unless and until the event the sale issuer of the Property is not consummated because Letter of (a) a Credit shall have paid the proceeds of the Letter of Credit to the Seller). If the Purchaser shall default in its obligations under this Agreement, the Deposit and any interest accrued thereon shall be disbursed to the Seller defaultor, (b) if the termination Letter of this Agreement by Buyer in accordance with any Credit shall have been delivered to the Seller, the Seller shall have the right to so terminate provided hereindraw upon the Letter of Credit in full, (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 with 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 interest accrued thereon 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 proceeds of the Deposit” shall also be deemed to include a return Letter of Credit, as the “Deposit” under the “Other Property Purchase Agreements” (case may be, constituting liquidated damages as defined hereinprovided in Section 12.03(a).

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) pay to Settlers Title Agency, Inc. (the “Initial Deposit”), "Title Company") a deposit either in the form of cash or letter of credit substantially in the form attached hereto and made a wire transfer payable to Chicago Title Insurance Company part hereof as Exhibit H in the sum of One Hundred Twenty-Seven Thousand Six Hundred Fifty Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to $127,650.00) ((the provisions hereof prior thereto, no later than "Deposit") within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)complete execution of this Agreement. The Deposit, Buyer if in cash, shall deposit with Escrow Holder additional cash or other immediately available funds be held 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 escrow in an insured, interest bearing money market accounts, certificates account in a federally–insured banking institution in the State of deposit, United States Treasury Bills or such other instruments as directed by Buyer New Jersey and reasonably acceptable to Existing Owner and any interest accruing thereon shall be part of the Deposit. If the performance and maintenance bonds (“Bonds”) listed on Exhibit I attached hereto and made a part hereof have been returned to Seller or are being returned to Seller at Closing, the Deposit shall be credited against the cash portion of the Purchase Price due at Closing (as defined below). Otherwise, the Deposit shall remain in escrow until all of the Bonds have been returned to Seller, at which time the Deposit shall be released to Buyer’s account . If Buyer terminates this Agreement pursuant to Paragraphs 5, 6, 10, 11, 26 or 27, the Deposit plus the accrued interest thereon, shall be immediately returned to Buyer. Seller and deemed Buyer acknowledge that the Title Company is acting solely as an escrow holder at their request and for their convenience and that the Title Company shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in willful disregard of this Agreement or involving its gross negligence. Seller and Buyer shall jointly and severally indemnify and hold Title Company harmless from and against any loss or liability arising from the performance of its duties as Title Company hereunder, unless Title Company has wilfully disregarded the terms of this Agreement or committed gross negligence. The Title Company shall not be part entitled to any fees for the performance of its services as escrow holder hereunder. In the event there is any dispute between Seller and Buyer with respect to the performance of obligations hereunder or the disposition of the Deposit or in the event the Title Company shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties with respect to release of the Deposit (whether or not litigation has been instituted), Title Company shall have the right, at any time upon written notice to both Seller and Buyer (“Title Company Elections”), to (a) retain the Deposit in escrow pending resolution of the dispute or (b) place the Deposit with the Clerk of the Court in which any litigation is pending. Prior to releasing the Deposit from escrow, Title Company shall give notice to the parties hereto of its disbursement intentions. The parties shall be given ten (10) days from receipt of said notice to advise Title Company of a dispute with respect to the disposition of the Deposit. In the event Title Company receives notice of any dispute from Seller or Buyer within said ten (10) days with respect to the performance of the consummation parties’ obligations hereunder or the disposition of the purchase Deposit and/or interest, Title Company shall select an alternative within the Title Company Elections. If no notice of a dispute is received within said ten (10) days, Title Company shall be entitled and sale of the Property as contemplated hereunder, hereby directed to release the Deposit shall be paid (to Existing Owner and credited against the Purchase Price on extent the Closing Date. In the event the sale of the Property is not consummated because of (aparties are entitled to same) 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 its disbursement notice 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)Sale.

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).

Deposit. Within one (1a) business day following Simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into Purchaser is depositing with COMMONWEALTH LAND TITLE INSURANCE COMPANY of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Escrow (as defined below) Agent"), the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars TWO HUNDRED FIFTY THOUSAND DOLLARS ($7,143.00250,000.00) (the “"Initial Deposit”)") in good funds, in the form of a either by certified bank or cashier's check or by federal wire transfer payable to Chicago Title Insurance Company transfer. (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3b) business days after On or before the expiration of the “Due Diligence Inspection Period” (, as hereinafter defined)defined in Section 3.1 hereof, Buyer Purchaser shall deposit with deliver to Escrow Holder additional cash or other immediately available funds in Agent the amount sum of One Hundred Thousand and No/100 Dollars FIFTY THOUSAND DOLLARS ($100,00050,000.00) (the “Additional "Second Deposit”") in good funds, and together with the either by certified check or cashier's check or by federal wire transfer. The Initial Deposit and all the Second Deposit, together with any interest accrued thereon, are collectively referred to hereinafter as the “"Deposit”)". Upon the delivery of the Second Deposit to Escrow Holder Agent, the Inspection Period and the Title Inspection Period, as defined in Section 2.1 hereof, shall deposit the Deposit in a non-commingled trust account and be deemed to have expired. (c) Escrow Agent 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 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 interest on such sum shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall entitle Seller, at Seller's sole option, to terminate 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)immediately.