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

Deposit. Within one (1) business day following 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 (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 (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 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 (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 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) 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 (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 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 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. 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 six (16) business day following the mutual execution and exchange Business Days after approval of this AgreementAgreement at the close of the 2022 Fall Town Meeting with no reconsideration and rejection of such approval, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after either the expiration of the period after the close of said 2022 Fall Town Meeting during which a referendum seeking revocation of such approval can be filed or, if such a referendum is timely requested and held, after such referendum has failed to revoke such approval (the “Due Diligence Period” (as hereinafter definedTown Meeting Approval”), the Buyer shall deposit with Buyer’s title insurance company to be determined by Buyer during the Due Diligence Period (the “Escrow Holder additional cash or other immediately available funds Agent”) (i) a deposit in the amount of One Two Hundred Thousand and No/100 00/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, 200,000.00; the “Deposit”). The Deposit shall be held by the Escrow Holder shall deposit Agent in an interest-bearing account subject to the Deposit in a non-commingled trust account terms of this Agreement and shall invest be duly accounted for at the Deposit in an insured, interest bearing money market accounts, certificates time for performance of deposit, United States Treasury Bills or such other instruments this Agreement as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposithereinafter defined. In the event of the consummation of the purchase and sale of the Property If this Agreement is consummated as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on at the Closing Date. In the event the sale time of the Property is not consummated because Closing, subject to the terms and conditions herein. The Deposit made hereunder shall be held in an FDIC-insured account in a Boston-area bank and shall be held and disbursed by Escrow Agent only in accordance with the terms of this Section 2.2. (a) If a Seller defaultClosing occurs and the Deed is recorded hereunder, ▇▇▇▇▇▇ Agent shall promptly disburse the funds in accordance with the closing statement. (b) If the termination of Escrow Agent receives written notice from either Buyer or Seller (the “Notifying Party”) that this Agreement has been terminated under circumstances which entitle the Notifying Party to the Deposit, then the Escrow Agent shall (i) promptly give notice to the other Party of the Escrow Agent’s receipt of such notice from the Notifying Party and shall enclose a copy of the notice received from the Notifying Party, and (ii) subject to the provisions of Section 18 (c) below, if Escrow Agent does not receive written notice from the other Party objecting to the disbursement of the Deposit to the Notifying Party (a “Notice of Contest”) within ten (10) Business Days of receipt by Buyer the other Party of Escrow Agent’s notice, then Escrow Agent shall deliver the Deposit and the interest thereon to the Notifying Party. If Escrow Agent receives a Notice of Contest in accordance with any right the foregoing, Escrow Agent shall continue to so terminate provided hereinhold the Deposit and all interest thereon and shall only disburse the same (x) in accordance with written instructions, jointly signed by ▇▇▇▇▇ and Seller, or (y) in accordance with the final order of a court of competent jurisdiction. (c) If the failure Escrow Agent is uncertain as to its duties or action hereunder, ▇▇▇▇▇▇ Agent will be entitled to deliver the Deposit and all interest thereon, to a court of any of Buyer’s Closing Conditions (as defined below) competent jurisdiction and commence an action for interpleader, naming Buyer and Seller, whereupon the Escrow Agent shall have no further duty with respect to occur or the Deposit. (d) The Escrow Agent shall not be liable for any action taken or omitted in good faith and may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notices, certificates, instruments, requests, papers or other reason other than a default documents believed by Buyerit to be genuine and to have been made, then sent, signed or presented by the proper party or parties. (e) Buyer and Seller agree, jointly and severally, to hold harmless the Escrow Agent against any loss, cost, liability, claim and expense incurred by Escrow Agent (“Escrow Agent Claims”) arising out of or in connection with its services hereunder, except such as may result from the gross negligence or willful malfeasance of Escrow Agent, including the costs and expenses of any interpleader action involving the Deposit shall be immediately and automatically paid over to Buyer without the need for or of defending itself against any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit claim or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)liability.

Deposit. Within one (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 (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 (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 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 (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 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 (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 (1) business day following On the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars nine million one-hundred fifty thousand dollars ($7,143.009,150,000) (the “Initial Deposit”) with Deutsche Bank National Trust Company (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached hereto as Exhibit D (the “Deposit Escrow Agreement”) executed and delivered by Parent, Buyer and the Escrow Agent on the Effective Date; provided, further that for each two-month period by which the Outside Date is extended by Parent or Buyer pursuant to Section 5.1(b)(ii), in Buyer shall, subject to Section 5.1(b)(iii), deposit an additional nine million one-hundred fifty thousand dollars ($9,150,000) (each, an “Extension Deposit”) with the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Agent pursuant to the provisions hereof prior thereto, no later than Deposit Escrow Agreement promptly and in any event within three (3) business days after of such extension. Upon the expiration of Closing, 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 Extension Deposit, plus 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 against the Purchase Price and the parties shall instruct the Escrow Agent to Buyer’s account promptly release and deemed pay the Deposit and any Extension Deposit, plus the interest accrued thereon to be part Parent (or its designee) pursuant to the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the parties shall instruct the Escrow Agent to promptly release and pay the Deposit and any Extension Deposit, plus the interest accrued thereon to Buyer or Parent, as applicable, pursuant to Section 11.2(c) hereof and the terms of the Deposit Escrow Agreement. In the event of any inconsistency between the consummation 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 hereinthe contrary, (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 which written agreement acknowledges 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 expressly amends 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 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 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 two (12) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Business Days (as defined belowhereinafter defined) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Out Date (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Fifty Thousand and No/100 No/100ths U.S. Dollars ($100,000150,000.00) (the “Additional Deposit”, and together "Downpayment") to be delivered by wire transfer to Escrow Holder (as hereinafter defined) to be held by the Escrow Holder in accordance with the Initial Deposit terms and all conditions of this Agreement. The Downpayment shall be held in an interest accrued thereonbearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit toward the “Deposit”)Purchase Price. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions and no others: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller's right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence reasonably satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All reasonable attorney's fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

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

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

Deposit. (a) Within one (1) business day following the mutual execution and exchange of this AgreementAgreement by Buyer and Seller, Buyer shall deliver a performance guarantee 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 $10,000,000 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit ) by wire transfer of immediately available funds to an interest-bearing joint control account (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 “Joint Control Account”) established by Buyer and reasonably acceptable to Existing Owner Seller at Amegy Bank National Association (the “Bank”) and requiring the written authorization of a representative of each Party for the disbursal of funds therefrom and which shall be distributed in accordance herewith. The Deposit shall bear interest thereon at the rate established by the Bank. (b) If the Closing occurs, then the Deposit (plus any accrued interest) shall be credited to Buyer’s account payment of the Purchase Price, and deemed Buyer and Seller will jointly instruct the Bank to release the Deposit (plus any accrued interest) to Seller. (c) If (i) Seller terminates this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii), (ii) Buyer has knowingly taken any action or knowingly omitted to take any action where such action or failure resulted in the breach or omission in any material respect of any representations or warranties of Buyer set forth herein or any covenants of Buyer contained in this Agreement which are to be part performed or observed at or prior to the Closing (including Buyer’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the Depositconditions set forth in Section 7.2) and (iii) as of the date of such termination, Seller has not breached in any material respect any representations or warranties of Seller set forth herein or any covenants of Seller contained in this Agreement which are to be performed or observed at or prior to the Closing (including Seller’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.3), then Seller shall be entitled to retain the Deposit (plus any accrued interest) as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to consummate the transactions contemplated by this Agreement or any breach or failure of any representation, warranty or covenant of Buyer contained herein. In Buyer and Seller acknowledge and agree that (x) Seller’s actual Damages upon the event of the consummation of the purchase and sale of the Property as contemplated hereundersuch a termination are difficult to ascertain with any certainty, (y) the Deposit shall be paid is a reasonable estimate by the Parties of such actual Damages and (z) such liquidated damages do not constitute a penalty. Upon such termination, Buyer and Seller will jointly instruct the Bank to Existing Owner and credited against release the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Deposit (aplus any accrued interest) a Seller default, to Seller. (bd) the termination of If this Agreement by Buyer is terminated in accordance with any right Section 9.1 and Seller is not entitled to so terminate provided herein, (c) retain the failure of any of Buyer’s Closing Conditions (as defined below) Deposit pursuant to occur or (d) any other reason other than a default by Buyerthe terms set forth in Section 3.3(c), then the Deposit (plus any accrued interest) shall be immediately returned to Buyer. Upon such termination, Buyer and automatically paid over Seller will jointly instruct the Bank to Buyer without release the need for Deposit (plus any further action by either Party hereto. The sole remedy for a failure by Buyer accrued interest) 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 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 (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. Within one (1) business day following On the mutual execution and exchange of date that this AgreementAgreement is executed, Buyer shall make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars $500,000 into an escrow account for the benefit of Seller ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). The Deposit shall be held in an account at ▇▇▇▇▇▇, Neal, Bender, ▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. (the “Escrow Holder shall deposit Agent”); provided, however, that Buyer, at its option, may initially wire the Deposit in a non-commingled trust account to Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP on the date hereof and such firm shall invest forward the Deposit by wire transfer to the Escrow Agent at the earliest available opportunity after execution of this Agreement, but in an insuredno event later than December 16, interest bearing money market accounts2003. The Deposit will be applied toward the Purchase Price upon the Closing, certificates of depositprovided, United States Treasury Bills however, that the Deposit will be released to Seller only in the event Buyer fails to meet the closing conditions set forth in Sections 8.1 or such 8.3 hereof. If the Closing does not occur for any reason other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to than (or in addition to) Buyer’s account and deemed failure to be part meet such closing conditions, Seller agrees that, promptly upon the termination of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid refunded to Existing Owner Buyer. Buyer and credited against Seller each agree that Escrow Agent shall only release the Purchase Price on Deposit to Buyer or Seller, as the Closing Date. In the event the sale case may be, upon written instructions executed by both Buyer and Seller or by order of the Property is Bankruptcy Court. Buyer and Seller shall each indemnify Escrow Agent and hold Escrow Agent harmless from and against, and in respect of, any and all costs, losses, claims, damages, liabilities, fines, penalties (including any interest which may be imposed thereon), including without limitation attorneys’ fees and court costs, arising from or related to Escrow Agent’s performance of its functions as Escrow Agent hereunder; provided, however, that Buyer shall not consummated because be responsible for any fees or expenses of (a) a Seller default, (b) Escrow Agent in connection with its performance as Escrow Agent hereunder or its services on behalf of Seller. Any fees incurred by the termination Escrow Agent in connection with the maintenance 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 escrow account shall be immediately borne equally by Seller 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)Buyer.

Deposit. (a) Within one (1) business day following after the mutual execution and exchange delivery 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 with Chicago Title Insurance Company (“the "Escrow Holder”Agent"), having its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, the sum of One Million Dollars ($1,000,000) (the "Initial Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after that the expiration date of the “Due Diligence Inspection Period” (, as hereinafter defined)defined below, Buyer Purchaser shall deposit with Escrow Holder Agent an additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Three Million Dollars ($100,0003,000,000) (the “"Additional Deposit”, and together with the ") The Initial Deposit and all interest accrued thereon, the “Additional Deposit as deposited shall be known as the "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 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 earned on the Deposit shall become a part of the Deposit and 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 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” immediately. (as defined herein).b) FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED FOR ANY REASON EXCEPT A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO

Deposit. Within one Purchaser is depositing with ▇▇▇▇▇▇▇ Title Guaranty Company (1hereinafter sometimes referred to as the "Escrow Agent" or the "Title Company"), having an office at Crossroads Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. Louis, (a) business day following simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into Escrow the sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the "Initial Deposit"), and (b) in the event that Purchaser gives Seller an Investigation Notice (as defined belowin Section 3.3 hereof) no later than December 3, 1996 stating Purchaser's intention to proceed hereunder, the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars TWO MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($7,143.002,200,000.00) (the “Initial "Additional Deposit”)") in good funds, in the form of a either by check or by federal 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 “Additional Deposit being hereinafter collectively referred to as the "Deposit”"). The Escrow Holder Agent shall deposit hold the Initial Deposit in a non-commingled trust account and shall invest the Additional 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 the Deposit 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 portion of the Deposit hereunder shall entitle Seller, at Seller's sole option, to terminate this Agreement immediately and the Initial Deposit, if previously deposited with Escrow Agent, shall be refunded to Purchaser. Any interest earned on the Deposit shall be credited to Buyer’s account Purchaser at the Closing. If the transaction contemplated by this Agreement closes in accordance with the terms and deemed to be part conditions of this Agreement, at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing, the Deposit shall be paid delivered by Escrow Agent to Existing Owner and credited against Seller as payment towards the Purchase Price on Price. If the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of transaction contemplated by this Agreement by Buyer in accordance with any right fails to so terminate provided hereinclose, (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 delivered by Escrow Agent to the party entitled to the same pursuant to the terms of this Agreement 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 accrued interest shall be for Seller delivered by Escrow Agent 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 As soon as reasonably practicable following the mutual execution and exchange of this Agreementdate hereof, but in any event no later than 12:00 p.m. (PST) on the first Business Day immediately following the date hereof, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (wire $7,143.00) 200,000 in immediately available funds (the “Initial Deposit”) to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Pachulski”), in accordance with the wire instructions provided by Pachulski on or prior to the date hereof, to hold in escrow pending the Parties’ execution of the Escrow Agreement. As soon as reasonably practicable following the date hereof, the Parties shall execute an escrow agreement, substantially in the form of a wire transfer payable attached hereto as Exhibit G (the “Escrow Agreement”), with Wilmington Trust, National Association, or such other escrow agent as may be mutually agreed to Chicago Title Insurance Company by the Parties (the “Escrow Holder”). Unless this Agreement Following execution of the Escrow Agreement, Buyer and Seller shall have been terminated cause Pachulski to wire the Deposit to the Escrow Holder to hold in escrow pursuant to the provisions hereof prior theretoEscrow Agreement. In turn, no later than three (3) business days after the expiration Escrow Holder shall immediately deposit the Deposit into an interest-bearing account. The Deposit shall become nonrefundable upon the valid termination of the this Agreement by Seller pursuant to Section 11.1(e) (a “Due Diligence Period” (as hereinafter definedBuyer Default Termination”). At the Closing, Buyer shall deposit with cause the Escrow Holder additional cash or other immediately available funds in to deliver the Deposit (together with all accrued interest thereon) to Seller, which amount shall be credited and applied toward payment of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”Purchase Price. In the event the Deposit becomes nonrefundable by reason of a Buyer Default Termination, and together with without limiting Seller’s remedies under the Initial circumstances, Escrow Holder shall immediately disburse the Deposit and all interest accrued thereonthereon to Seller to be retained by Seller for its own account. If this Agreement is terminated for any reason other than by reason of a Buyer Default Termination, the “Deposit”). Escrow Holder shall deposit return to Buyer the Deposit in a non-commingled trust account and shall invest the Deposit in an insured(together with all interest accrued thereon), 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 but less Buyer’s account and deemed to be part one-half (1/2) share of the Deposit. In Escrow Holder’s escrow fees and charges, within five (5) business days from 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 date 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)is terminated.

Deposit. Within one (1) business day following after the mutual execution and exchange Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Three Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.003,500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable . If Purchaser fails 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 timely 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 with Escrow Agent, Seller shall be entitled, as Seller’s sole and all exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Initial Deposit is delivered to Escrow Agent, in which event neither party shall have any obligations hereunder, except those which expressly survive a termination of this Agreement. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Seller and Purchaser at money market rates, or in such other investments as shall be approved in writing by Seller and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest accrued thereon, the “Deposit”). Escrow Holder shall deposit 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 paid returned to Existing Owner and credited Purchaser unless Purchaser, prior to the expiration of the Study Period, notifies Seller, in writing, pursuant to Section 2.4 hereof, that Purchaser is waiving its right to terminate this Agreement for any reason or no reason. The Deposit shall be either (a) applied at the Closing against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultPrice, (b) returned to Purchaser pursuant hereto, or (c) paid to Seller pursuant hereto. Upon receipt of the termination Initial Deposit, Escrow Agent shall release a portion of the Initial Deposit to Seller in an amount equal to Fifty Dollars ($50.00) representing the independent consideration for Seller’s execution of this Agreement by Buyer in accordance and agreement to provide Purchaser with any right to so terminate provided herein, the Study Period (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than which shall not be 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 part 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 with Escrow Agent no later than the following events the following amounts: (as defined belowi) on the amount of Seven Thousand third (3rd) Business Day after the Effective Date, One Hundred Forty Three and No/100 Million Dollars ($7,143.00) (the “Initial Deposit”1,000,000), in (ii) on the form third (3rd) Business Day after the date of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer shall deposit if Purchaser fails to terminate this Agreement in accordance with Escrow Holder additional cash or other immediately available funds in the amount of Section 5.2, One Hundred Thousand and No/100 Million Dollars ($100,0001,000,000) (individually or collectively, as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncase may be at any time, the “Deposit”), such that the total Deposit at such time shall be Two Million Dollars ($2,000,000). The Deposit shall be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement in the form attached hereto as Schedule 3.1. Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States savings account or short-term U.S. Treasury Bills or such other instruments similar cash-equivalent securities, as directed by Buyer Purchaser and reasonably acceptable to Existing Owner Seller. Any and all interest thereon earned on the Deposit shall be credited reported to BuyerPurchaser’s account federal tax identification number and deemed to be shall become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1, then this Agreement shall, at Seller’s election, terminate (other than the Surviving Obligations), and any Deposit then held by Escrow Agent shall be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to the Escrow Agent a letter of credit, which shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. In Purchaser shall remain fully liable for the event the sale amount of the Property Deposit, without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not consummated because of (a) a payable to or drawable by Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

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

Deposit. Within one a. The Purchaser has delivered to Continental Stock Transfer & Trust Company (1the "Deposit Escrow Agent"), to be held in an escrow account established pursuant to the Deposit Escrow Agreement (the "Deposit Account") business day following (i) 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 name of the Company (the "Deposit Shares"), 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" and, together with the Deposit Cash and the Deposit Shares, the "Deposit"), 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 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 (the "Prepayment Amount") 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, the Deposit Escrow Agent shall (x) 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) deposit any portion of the Prepayment Amount that has not previously been released to the Company, if any, into the Escrow Account; provided, that in no event shall the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (cash deposited by the Deposit Escrow Agent into the Escrow Account exceed $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 300,000; 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 extent the amount of One Hundred Thousand and No/100 Dollars (cash in the Deposit Account at the Closing exceeds $100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon300,000, the “Deposit”). Deposit Escrow Holder Agent shall deposit (and the Purchaser, Merger Sub, the Company and the Shareholder Representative shall instruct the Deposit Escrow Agent to) release the amount by which the amount of cash in a non-commingled trust account and shall invest the Deposit Account exceeds $300,000 to the Shareholder Representative at the Closing. On May 19, 2005, the Deposit Escrow Agent released the Deposit Cash then in an insuredthe Deposit Account to the Company, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable which the Company is entitled to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositretain under all circumstances. In the event this Agreement is terminated on or after the Expiration Date, the ▇▇▇▇▇▇▇ Money, together with any income, gain, dividends or distributions earned or received on the ▇▇▇▇▇▇▇ Money, shall be released to the Company as and when requested by the Shareholder Representative. b. On September 20, 2005, the Interim Escrow Agreement was executed and delivered by the parties thereto. On or prior to the Closing Date, the Shareholder Representative and the Purchaser shall give joint written notice to the escrow agent under the Interim Escrow Agreement of the Closing, and such escrow agent shall deliver the amounts in escrow as set forth in the Interim Escrow Agreement. If this Agreement is terminated prior to the consummation of the purchase and sale of Merger, such escrow agent shall deliver the Property amounts in escrow as contemplated hereunder, set forth in 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 Interim 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 two (12) business day Business Days (as defined in Section 14.11 below) following the mutual execution Effective Date and exchange of as a condition precedent to 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) deliver to Chicago Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, Los Angeles, CA 90017, Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Initial Deposit”Escrow Agent” or “Title Company” as applicable), by federal funds wire transfer, a cash deposit in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars THREE MILLION AND NO/100 DOLLARS ($100,0003,000,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued thereon, the “Deposit”), which Deposit shall immediately be non-refundable to Purchaser, except as otherwise provided herein. Escrow Holder If Purchaser shall fail to deposit the Deposit with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent as its sole and exclusive remedy, in a non-commingled trust account which case this Agreement shall be null and void ab initio, and thereafter neither party shall invest have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. Prior to Purchaser’s making the Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (the “Escrow Agreement”). Escrow Agent shall hold the Deposit in an insured, accordance with this Agreement and the Escrow Agreement and shall disburse the Deposit to Seller at Closing. Any and all 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 earned on the Deposit shall be credited to Buyer’s account and deemed to be included as part of the Deposit. In If Purchaser fails to timely deliver the event of the consummation of the purchase Deposit to Escrow Agent, such failure shall constitute a material default by Purchaser hereunder and sale of the Property as contemplated in addition to Seller’s other remedies 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 may terminate this Agreement by Buyer in accordance with any right delivering written notice 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 Purchaser 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.

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

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

Deposit. Within one (1a) business day following On the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Twenty-Five Million Dollars ($7,143.0025,000,000) (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 collectively with any additional amounts delivered by Buyer 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 thereonSection 1.4 hereof, the “Deposit”). ) with First American Title Insurance Company of NY (the “Escrow Holder shall deposit Agent”) pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the “Deposit in a non-commingled trust account Escrow Agreement”) executed and shall invest the Deposit in an insureddelivered by Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent. In Upon the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing, (i) the Deposit shall be paid to Existing Owner Seller (or Seller’s designated “qualified intermediary”) and credited against the Purchase Price Price, (ii) the interest accrued on the Closing DateDeposit shall be paid to the Buyer, and (iii) the Deposit and the accrued interest thereon shall be promptly released by the Escrow Agent to Seller (or Seller’s designated “qualified intermediary”) and Buyer, respectively, pursuant to this Section 1.2(a) and the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the Deposit and the interest accrued thereon shall be payable pursuant to Section 6.2(c) hereof, and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller (or Seller’s designated “qualified intermediary”), as applicable, pursuant to such Section 6.2(c) hereof 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 sale 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 Property is not consummated because Deposit Escrow Agreement and the terms and provisions of (a) a Seller defaultthis Agreement, (b) the termination terms and 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 1.2(b).

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

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

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) deliver to Petrohawk via wire transfer of immediately available funds to an account number to be designated by Petrohawk the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars $5,000,000 ($7,143.00) (such amount being herein called the “Initial Deposit”). In addition, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to event the provisions hereof prior theretoClosing Date is extended beyond February 15, no later than three (3) business days after the expiration of the “Due Diligence Period” (2005 as hereinafter defined)provided in Section 1.4, Buyer shall deposit with Escrow Holder additional cash or other deliver to Petrohawk in immediately available funds in the to an account number to be designated by Petrohawk an additional amount of One Hundred Thousand and No/100 Dollars ($100,000) 55,000,000 (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 transaction contemplated hereby is consummated in accordance with the terms hereof, the Deposit and the Additional Deposit (if the Closing Date is extended) shall be applied to the Purchase Price to be paid by the Buyer at the Closing. In the event the transaction contemplated hereby fails to close on the Closing Date or Extended Closing Date as a result of the Property is not consummated because of (a) a Seller default, (b) the termination material breach of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) Sellers 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 Deposit and the Additional Deposit shall be immediately returned to Buyer. If the transaction contemplated hereby otherwise fails to close on the Closing Date and automatically paid over Buyer has not timely exercised its right to extend the Closing Date pursuant to Section 1.4 below, Petrohawk shall distribute the Deposit to Sellers not as a penalty but as liquidated damages. If Buyer without timely exercises its rights to extend the need for any further action by either Party hereto. The sole remedy for a failure by Buyer Closing Date pursuant to make Section 1.4 below and the Initial transaction contemplated hereby otherwise fails to close on the Extended Closing Date, Petrohawk (i) shall distribute the Deposit or and Fifteen Million Dollars ($15,000,000) of the Additional Deposit to Sellers not as a penalty but as liquidated damages; and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “(ii) return the balance of the Additional Deposit” shall also be deemed , without interest, to include a return of the “Deposit” under the “Other Property Purchase Agreements” Buyer. THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLERS OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT (as defined herein)AND THAT PORTION OF THE ADDITIONAL DEPOSIT THAT IS DESIGNATED AS LIQUIDATED DAMAGES) IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY AND SHALL BE SELLERS’ SOLE AND EXCLUSVIE REMEDY.

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 Subject to the provisions hereof prior thereto, no later than three (3) business days after the expiration of Section 3 of the “Due Diligence Period” (as hereinafter defined)Addendum, Buyer Tenant shall deposit with Escrow Holder additional cash or other immediately available funds Landlord the total Deposit of $#### in two (2) installments: the first installment in the amount of One Hundred Thousand $#### shall be deposited not later than thirty (30) days following the Effective Date; the second installment in the amount of $#### shall be deposited not later than the Delayed Premises Lease Commencement Date. Subject to the provisions of Section 3 of the Addendum, Tenant will keep on deposit at all times during the Term with Landlord the Deposit as security for the payment and No/100 Dollars ($100,000) (performance of Tenant’s obligations under this Lease. If, at any time, Tenant is in default beyond any and all applicable notice and cure periods, Landlord has the “Additional right to use the Deposit”, or so much thereof as necessary, in payment of Rent, in reimbursement of any expense incurred by Landlord, and together in payment of any damages incurred by Landlord by reason of such default beyond any and all applicable notice and cure periods. In such event, Tenant shall on demand of Landlord forthwith remit to Landlord a sufficient amount in cash to restore the Deposit to the original amount. If the entire Deposit has not been utilized, the remaining amount will be refunded to Tenant or to whoever is then the holder of Tenant’s interest in this Lease, without interest, within sixty (60) days after full performance of this Lease by Tenant. Landlord may commingle the Deposit with other funds of Landlord. Landlord shall deliver the Deposit to any purchaser of Landlord’s interest in the Premises and Landlord shall be discharged from further liability therefor, provided Landlord has delivered the Deposit to such Purchaser. Notwithstanding anything contained herein to the contrary, provided that (a) Tenant is not in default beyond any applicable notice and cure period, and (b) Tenant is operating in the Premises for the Permitted Use in accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderLease, the Deposit shall be paid to Existing Owner and credited against the Purchase Price reduced as follows: (i) by $#### on the Closing first day of the 13th calendar month following the Delayed Premises Lease Commencement Date; (ii) by $#### on the first day of the 25th calendar month following the Delayed Premises Lease Commencement Date; (iii) by $#### on the first day of the 37th calendar month following the Delayed Premises Lease Commencement Date; and (iv) by $#### on the first day of the 49th calendar month following the Delayed Premises Lease Commencement Date, to $0.00 (each, a “Reduction”). In the event the sale of the Property that Tenant is in default beyond any applicable notice and cure period or is not consummated because of (a) a Seller default, (b) operating the termination of this Agreement by Buyer Premises for the Permitted Use in accordance with any right to so terminate provided herein, (c) the failure Lease at the time of any of Buyer’s Closing Conditions Reduction, or at any time prior to the applicable Reduction, Tenant will not be entitled to such Reduction. In addition and notwithstanding anything contained herein to the contrary, in the event that Tenant is in monetary default beyond any applicable notice and cure period on two (as defined below2) to occur or more occasions in any twelve (d12) consecutive calendar month period following any other reason other than a default by BuyerReduction hereunder, then Tenant shall, with ten (10) Business Days after demand by Landlord, reinstate 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 full amount of the Deposit” shall also be deemed Security Deposit to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinamount existing prior to any Reductions(s).

Deposit. Within one seven (17) business day following Business Days of the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Fifty Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.0050,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit collectively with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1) business day following To secure the mutual performance by Purchaser of its obligations under this Agreement simultaneous with the execution and exchange of this AgreementAgreement by Purchaser, Buyer shall deposit into Purchaser has delivered to Gunster, Yoakley, Valdes, Fauli & S▇▇▇▇▇▇, P.A., 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ as escrow agent (the "Escrow (as defined below) Agent"), the amount sum of Seven Thousand One Hundred Forty Three and No/100 Thousand Dollars ($7,143.00100,000) (the “"Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”"). Unless In the event this Agreement shall have has not been terminated pursuant prior to the provisions hereof prior thereto, no later than three (3) business days after the expiration end of the “Due Diligence Period” "Inspection Completion Date" (as hereinafter defined), Buyer then on or before the expiration of the Inspection Completion Date and each and every thirty (30) days thereafter until the earlier to occur of Closing or any earlier termination of this Agreement, the Purchaser shall deliver to Escrow Agent an additional deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Fifty Thousand and No/100 Dollars ($100,00050,000) (the “each such $50,000 deposit is referred to as "Additional Deposit”" and collectively referred to as "Additional Deposits"). Additionally, and together with in the Initial Deposit and all interest accrued thereonevent this Agreement is not terminated on or before the expiration of the Inspection Completion Date, then on or before the expiration of the Inspection Completion Date, the “Purchaser shall deliver to Escrow Agent an additional deposit of One Million Dollars ($1,000,000) ("Second Deposit”"). Upon receipt of a W-9 form, the Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Initial Deposit, Second Deposit and each of the Additional Deposits delivered to Escrow Agent (such sums together with all interest thereon is hereinafter collectively referred to as "Deposit") in an insured, interest bearing money market accountsaccount maintained with or issued by a commercial bank, certificates of depositsavings bank or savings and loan association doing business in Palm Beach County, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Florida. The parties hereby agree that the Escrow Agent shall be credited to Buyer’s account and deemed to be part hold each portion of the Deposit. In Deposit delivered to 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 Escrow Agent in accordance with any right the Escrow Agreement attached hereto as EXHIBIT B ("Escrow Agreement"), which Escrow Agreement shall govern Escrow Agent's responsibilities with respect 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 pursuant 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 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 2 Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (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 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 (1a) As of the date hereof, Purchaser has deposited as security for the performance of Purchaser's obligations hereunder the sum of $250,000.00 ("Initial Deposit") to be held in escrow and disbursed as herein provided. In addition, within three business day days following the mutual execution and exchange establishment of this Agreementthe Purchase Price for a Closed Fee Property as expressed in Section 5 hereof, Buyer Purchaser shall deposit into Escrow as further security for the performance of Purchaser's obligations hereunder an amount equal to 10% of the Purchase Price for such Closed Fee Property (as defined below) each such amount, a "Supplemental Deposit" and, together with the Initial Deposit, the "Deposit"), provided that no Supplemental Deposit shall be due or payable when or to the extent that the funding of such Supplemental Deposit would cause the aggregate amount of Seven Thousand One Hundred Forty Three the Supplemental Deposit to be more than $750,000.00. As and No/100 Dollars when either (i) Settlement occurs on a Closed Fee Property or (ii) a Closed Fee Property is withdrawn from this Agreement as expressed in Sections 21(b) or (c) hereof, the aggregate amount of the Supplemental Deposits shall be recomputed to equal the lesser of (i) 10% of the aggregate amount of the Purchase Prices for all Closed Fee Properties for which Settlement has not yet occurred or (ii) $7,143.00750,000.00. (b) (the “Initial Deposit”)At Purchaser's election, in but subject to Seller's reasonable approval, the form of a wire transfer payable to Chicago the Deposit shall be one of the following: (i) cash deposited with Commonwealth Land Title Insurance Company (“"Escrow Holder”). Unless this Agreement shall have been terminated Agent") to be held and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement and the escrow provisions hereof prior thereto, no later than three set forth in Exhibit J-1 attached hereto; (3ii) business days after the expiration an irrevocable letter 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 credit issued by 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 domestic bank reasonably acceptable to Existing Owner Seller and interest thereon substantially in the form attached hereto as Exhibit J-2; or (iii) a pledge and assignment of money market, mutual fund or similar accounts reasonably acceptable to Seller or certificates of deposit or other instruments of reasonable liquidity issued by a domestic bank reasonably acceptable to Seller, which pledge and assignment agreements shall be credited substantially in the form attached hereto as Exhibit K-3. The Deposit shall be in addition to, and separate from, the collateral tendered by Purchaser to Buyer’s account and deemed to secure the Secured Liability Amount under Section 7(e). (c) The interest earned (if any) on the Deposit shall be part of the Deposit. In Provided Purchaser is not in default hereunder, the event interest earned on the Deposit shall be paid to the Purchaser on each one-year anniversary date of this Agreement. The Deposit shall be paid to the Seller as provided in Section 16(b) if the Purchaser defaults or if the Seller terminates this Agreement for cause as provided in Section 2 and Section 16(b). On the last to occur of (i) the date of expiration or earlier termination of this Agreement, (ii) the Settlement Date for the last of the consummation Closed Properties subject to this Agreement or (iii) the expiration of the purchase and sale Dark Period for the last of the Property as contemplated hereunderClosed Properties subject to this Agreement, 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 Purchaser. (d) any other reason other than a default by Buyer, then If the Deposit shall be immediately is in the form of a letter of credit, the Seller also may draw on the letter of credit if the Purchaser fails to deliver to the Seller a replacement letter of credit or replacement instrument/security in proper form and automatically paid over amount at least 15 days prior 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 expiry date of the Deposit” shall also be deemed to include a return then current letter of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)credit.

Deposit. Within one (1) business day following 2 Business Days after the mutual full execution and exchange delivery of this AgreementAgreement by Transferor and Transferee, Buyer Transferee shall deposit into deliver to Escrow (as defined below) Agent the amount of Three Million 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 Fifty Thousand and No/100 Dollars ($100,0003,750,000.00) (the “Additional Deposit”which sum, and together with the Initial Deposit any and all interest accrued and dividends earned thereon, shall hereinafter be referred to as the “Deposit”). Escrow Holder shall deposit Transferee may, at its election, deliver all or any portion of the Deposit in the form of either (i) cash (by Federal funds wire transfer to a non-commingled trust U.S. bank account specified by Escrow Agent), or (ii) an unconditional and shall invest irrevocable letter of credit, that is payable to Transferor (x) at sight in the Deposit in an insuredState of New York or (y) upon presentation via facsimile followed by overnight courier delivery of the original, interest bearing money market accountsand expires no earlier than the 60th day after the last possible date for Closing under Section 9.1, certificates of deposit, United States Treasury Bills and is issued from Regions Bank or such other instruments as directed by Buyer and another creditworthy bank or financial institution reasonably acceptable to Existing Owner and interest thereon Transferor. Transferor hereby approves the form of letter of credit attached hereto as Exhibit F. 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 shall be paid (including any proceeds from draws under any letter of credit) pursuant to Existing Owner and credited against the Purchase Price on provisions of Article XII. If the Closing Date. In the event the sale of the Property Conveyance is not consummated because of for any reason (a) other than a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure its terms arising out of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerTransferee or CBL OP of any provision hereof, the CBL Contribution Agreement or any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates), then the Deposit shall be immediately returned to Transferee. Notwithstanding anything to the contrary contained herein, at Closing, (i) any Deposit delivered in the form of cash shall be paid to Transferor, and automatically paid over Transferee shall receive a credit to Buyer without the need for Purchase Price in an amount equal to such cash Deposit, and (ii) any further action Deposit delivered in the form of a letter of credit shall be returned to Transferee upon the payment in full of the Purchase Price by either Party heretoTransferee to Transferor. The sole remedy for a failure by Buyer parties hereto shall promptly take any action required to make cause the Initial Deposit or to be delivered to any party entitled thereto pursuant to the Additional Deposit as and when required hereunder shall be for Seller to terminate terms 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 three (13) business day following days after the mutual execution date this Agreement has been executed by Scout and exchange Fitzgeralds and Fitzgeralds has received a signed copy thereof, Fitzgeralds shall deposit with the Title Company the sum of One Hundred Thousand Dollars ($100,000.00) in immediately available funds as an earn▇▇▇ ▇▇▇ey deposit (the "Deposit"). The Deposit shall be deposited in an interest-bearing account mutually acceptable to Fitzgeralds and the Title Company with interest accruing for the benefit of Fitzgeralds until disbursal to Scout; provided, however, in the event that Fitzgeralds does not notify Scout in writing on or before 5:00 p.m. (Central Time), December 27, 1999 (the "Outside Date") of its election to proceed to Closing in accordance with this Agreement, then the Title Company shall release the Deposit less the amount paid Scout, if any, to Fitzgeralds and, with the exception of any terms that expressly survive termination, this Agreement shall terminate and neither party shall have any further liability to the other hereunder. Notwithstanding anything contained in this Section 4 to the contrary, upon receipt of Ground Lessor's approval of the Assignment and Assumption of Ground Lease Agreement as required by Section 12.01. of the Ground Lease ("Ground Lessor's Approval"), Fitzgeralds shall cause the Title Company to deliver to Scout $50,000.00 in immediately available funds in consideration of the rights granted to Fitzgeralds in this Agreement (the "Independent Consideration"). The Independent Consideration is in addition to and independent of any other consideration of payment provided in this Agreement, is non-refundable and shall be retained by Scout notwithstanding any other provision of this Agreement, Buyer . The Independent Consideration shall deposit into Escrow be credited against the Purchase Price (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”)at Closing. Unless this This Agreement shall have been terminated pursuant be of no force and effect until such time as (i) Fitzgeralds has delivered the Deposit to the provisions hereof prior theretoTitle Company in accordance with the terms of this Section 4., no later than three (3ii) 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 Scout and No/100 Dollars ($100,000) (the “Additional Deposit”Fitzgeralds have executed this Agreement, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit (iii) the Deposit in a non-commingled trust account and shall invest has been receipted 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 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 DateTitle Company. In the event the sale Independent Consideration is not delivered to Scout within three (3) days after the date of Fitzgeralds receipt of the Property is not consummated because of (a) a Seller defaultGround Lessor's Approval, (b) the termination of this Agreement by Buyer in accordance with any right to so shall 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 neither party shall be immediately and automatically paid over to Buyer without the need for have any further action by either Party hereto. The sole remedy for a failure by Buyer liability 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)other hereunder.

Deposit. Within one (1a) business day following Not later than 5:00 p.m. on the mutual execution second Business Day after the Execution Date SmartStop shall pay the amount of Seventy Five Thousand Dollars ($75,000.00) (the “First Deposit”) by wire transfer to Smart’s Solicitors, in trust. (b) In addition to the First Deposit, if (and exchange only if) the Agreement has not terminated prior to such time, then not later than 5:00 p.m. on the second Business Day after the Due Diligence Date SmartStop shall pay the amount of Seventy Five Thousand Dollars ($75,000.00) (the “Second Deposit”) by wire transfer to Smart’s Solicitors, in trust. (c) If SmartStop fails to pay the First Deposit and/or the Second Deposit to Smart’s Solicitors, in trust, by the time required hereunder, SmartStop shall be in default hereunder and the Smart may terminate this Agreement upon two (2) Business Days written notice given to SmartStop at any time thereafter (unless SmartStop has cured such default within such two Business Day period). (d) If the Transaction is not completed in accordance with this Agreement for any reason other than the default of SmartStop, the Deposit then being held (together with all interest earned thereon), shall be returned to SmartStop forthwith after termination of this Agreement, Buyer subject to Smart’s right to set off pursuant to Section 4.2(b). If the Transaction is not completed in accordance with this Agreement as a result of a default by SmartStop under this Agreement, the Deposit, together with all interest earned thereon, shall deposit into Escrow (be forfeited and paid to Smart as defined below) the amount liquidated damages for all loss or damage that may be suffered by Smart as a result of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) such default (the “Initial Deposit”), in the form of Parties agreeing such amount constitutes 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 genuine pre-estimate of the “Due Diligence Period” loss and damage Smart would suffer in such circumstances) and such liquidated damages shall constitute Smart’s sole right and remedy, at law or in equity, with respect to such default of SmartStop. (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in e) If 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 thereonTransaction is completed, 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 against the Initial Funding Obligation Amount and shall be paid by Smart’s Solicitors to Buyerthe Limited Partnership on Closing, and the interest accrued on the Deposit shall be returned to SmartStop on Closing. (f) The Deposit will be held by Smart’s Solicitors in trust and will be invested by Smart’s Solicitors in an interest bearing trust account or term deposit or other similar certificate of deposit with a Canadian Schedule I chartered bank pending Closing of the Transaction or earlier termination of this Agreement. In holding and deemed dealing with the Deposit and any interest earned thereon pursuant to this Agreement, Smart’s Solicitors are not bound in any way by any agreement other than this Agreement (and the acknowledgement agreement confirming the provisions of this Agreement as contemplated below), and Smart’s Solicitors shall not be part considered to assume any duty, liability or responsibility other than to hold the Deposit and any interest earned thereon in accordance with the provisions of this Agreement and to pay the Deposit and any interest earned thereon to the Person becoming entitled thereto in accordance with the terms of this Agreement except in the event of a dispute between the Parties as to entitlement to the Deposit. In the event case of such dispute, Smart’s Solicitors may, in their discretion, or shall, if requested by either SmartStop or Smart, pay the Deposit and all interest earned thereon, into court, whereupon Smart’s Solicitors shall have no further obligations relating to the Deposit and all interest earned thereon. Smart’s Solicitors will not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to Smart’s Solicitors in connection with the Deposit and Smart’s Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the consummation acceptance by Smart’s Solicitors of any such notice or other document in good faith, provided that Smart’s Solicitors shall not be relieved of any liability or responsibility for any loss or damage which may arise if Smart’s Solicitors release the Deposit and all interest earned thereon to Smart or SmartStop, as the case may be, after having received prior written notice from the other claiming entitlement to such Deposit and all interest earned thereon or a dispute to such entitlement. Smart’s Solicitors will be entitled to rely upon written instructions received from SmartStop in respect of the purchase and sale investment of the Property Deposit and all interest earned thereon. The Parties acknowledge to Smart’s Solicitors that Smart’s Solicitors may rely upon the provisions of this Section notwithstanding that Smart’s Solicitors are not a party to this Agreement. SmartStop acknowledges that Smart’s Solicitors are acting as contemplated hereunder, counsel to the Smart Parties and are accepting the role as holder of the Deposit (the “Deposit Holder”) solely as a convenience to the Parties. Smart and SmartStop, equally each as to fifty (50%), severally agree to indemnify, defend and hold the Deposit Holder harmless from and against any and all Claims suffered or incurred by the Deposit Holder as a result of or arising directly or indirectly out of or in connection with the Deposit Holder acting as holder of the Deposit under this Agreement except where such Claims result from the Deposit Holder’s own wilful misconduct, gross negligence or bad faith. SmartStop agrees that Smart’s Solicitors’ role as Deposit Holder, and any actions or proceedings relating thereto, shall be paid not in any way disqualify Smart’s Solicitors from continuing to Existing Owner act for the Smart Parties in respect of the Transaction, this Agreement, or any actions or proceedings relating thereto, or in respect of any other matter, action or proceeding. Prior to or concurrently with the delivery of the Deposit, Smart, SmartStop and credited against the Purchase Price on Deposit Holder agree to enter into an acknowledgement agreement confirming the provisions of this Section 5.2(f) in the form attached hereto as Schedule I. (g) The provisions of this Section 5.2 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 On or before 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 three (13) business day following Business Days of the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Fifty Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.0050,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit collectively with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

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

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

Deposit. Within one (1a) business day following Upon the mutual execution and exchange delivery of this Agreement by each of the parties hereto, Buyer shall pay to Seller $9,000,000 in cash, to be deposited by Seller into an interest bearing bank account (the “Transaction Account”) maintained by Seller with a commercial bank in the United States of America selected by Seller. Such amount, together with any earnings thereon while in such account shall be maintained in cash or cash equivalents and shall be referred to herein as the “Deposit.” The Deposit shall be maintained in the Transaction Account at all times prior to disbursement from such account to Buyer or retention of the Deposit by Seller in accordance with the provisions of this Agreement. (b) If the Closing occurs on or prior to December 31, 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”)2006, 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, then the Deposit shall be paid to Existing Owner retained by Seller free of any restriction, and credited against the Purchase Price on the Closing Date. In Cash Consideration shall be reduced by the event the sale amount 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, Deposit. (c) If the failure Closing does not occur on or prior to December 31, 2006, and as of any such date, all of Buyer’s Closing the Deposit Forfeiture Conditions (as defined below) to occur or (d) any other reason other than a default by Buyershall have been satisfied, then the Deposit shall be immediately retained by Seller, as liquidated damages, and automatically paid over to Buyer in such event, Seller, without the need for any further action act or consent by either Party heretoBuyer, shall be free to disburse the Deposit from the Transaction Account to one of Seller’s other accounts, this Agreement shall terminate (except that Section 1.4 and Section 9.7 and ARTICLE 11 shall survive such termination), and neither party shall have any further liability to the other party in connection with this Agreement or the transactions contemplated by this Agreement. The sole remedy for parties hereto acknowledge that the potential damages that would be incurred by Seller upon a failure by Buyer to make consummate Buyer’s acquisition of the Initial Transferred Assets by such date as contemplated by this Agreement, despite the satisfaction of the Deposit Forfeiture Conditions, are impossible to calculate, predict or estimate with any meaningful degree of accuracy, and further acknowledge and agree that such payment of the Additional Deposit to Seller as liquidated damages is not intended, and when required hereunder shall not be construed, as a penalty and that such liquidated damages have been freely negotiated. As used herein, “Deposit Forfeiture Conditions” means, collectively, the following: (i) Seller shall have produced Adjusted EBITDA for the fiscal year ended October 31, 2006 of not less than $46,000,000. For purposes of this Agreement, “Adjusted EBITDA” shall be calculated as required pursuant to Section 5.13. (ii) Buyer shall have determined to its reasonable satisfaction based on information from the original manufacturers or a process mutually acceptable to Seller and Buyer that the sum of (i) the replacement cost (brand new) for Seller those Transferred Assets constituting Seller’s rental equipment inventory and repair parts and supplies inventory and (ii) the fair market value based on current appraisals of the other Transferred Assets, is at least $200,000,000. (iii) The Federal Trade Commission and the Department of Justice shall have approved the transaction under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any applicable waiting periods thereunder shall have expired or been terminated, in any case, without any requirement for any party to terminate effect any divestiture. (iv) After the date of this Agreement, there shall not have occurred a Fundamental Adverse Change. All references For the purposes of this Agreement, “Fundamental Adverse Change” means the occurrence of (i) the cancellation of customer orders which orders are for amounts that in this Agreement the aggregate would exceed 20% of Seller’s total revenue for the fiscal year ended October 31, 2006 or (ii) loss or damage (without the reasonable possibility of replacement or repair to a “return brand new standards within 45 days of the Deposit” shall also be deemed to include a return occurrence of the “Deposit” under loss or damage) of one or more items of Equipment that in the “Other Property Purchase Agreements” aggregate constitute at least 20% of the replacement cost (as defined herein)brand new) of all the Equipment.

Deposit. Within one two (12) business day following days after the mutual full execution and exchange of this Agreement, Buyer Purchaser shall deposit into with Flagler Title Company ("Escrow (as defined below) Agent"), the amount sum of Seven Seventy-five Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0075,000.00) (hereinafter the “Initial "Deposit”"), which sum shall be held in an interest bearing account during the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)Inspection Period, and thereafter applied or released as provided below. Unless In the event Purchaser does not terminate this Agreement shall have been terminated pursuant prior to the provisions hereof prior theretoexpiration of the Inspection Period, no later than three then within two (32) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Inspection Period Purchaser shall deposit with Escrow Holder Agent an additional cash or other immediately available funds in the amount of One Hundred Seventy-five Thousand and No/100 Dollars ($100,00075,000.00) (the “"Additional Deposit”"), and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder which 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 DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid Purchaser's failure 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 timely make the Initial Deposit or the Additional Deposit as shall constitute a default under this Agreement. The Deposit and when required hereunder any interest earned thereon shall be for Seller refundable in full to Purchaser if Purchaser, in its sole discretion, elects to terminate this AgreementPurchase Agreement for any reason whatsoever prior to the expiration of the Inspection Period. All references in If Purchaser has not terminated this Agreement prior to a “return the expiration of the Deposit” Inspection Period, the Deposit and any interest earned thereon shall also be deemed non-refundable to include Purchaser, except in the event of a return failure by Seller to close this transaction in accordance with the terms hereof or a failure of any condition precedent to Purchaser's obligation to close this transaction, as set forth herein (in particular but without limitation, in the event Existing Lender shall fail to allow Purchaser to assume the Existing Loan on the terms set forth in the Existing Loan Documents or on other terms acceptable to Purchaser). In addition to the aforesaid, Purchaser and Seller hereby agree as follows: (a) At Closing, the Deposit and any interest earned shall be applied against the Purchase Price; (b) If Purchaser defaults for any reason under the terms and conditions of this Purchase Agreement, then the Deposit and any interest earned thereon shall be retained by Seller as liquidated damages hereunder, and excepting the obligations of Purchaser to indemnify and hold Seller harmless with respect to any inspections of the “Deposit” Property under Section 3 above, Seller shall have no further rights against the “Other Property Purchase Agreements” Purchaser; (c) If Seller fails to make and deliver title as defined hereinrequired under Section 5 below, or otherwise fails, neglects or refuses to perform this Agreement (any of the foregoing, a "Seller Default"), then Purchaser may, as its sole and exclusive remedies, either (i) accept title subject to the defaulted obligation of Seller or (ii) seek specific performance of this Agreement (and receive reimbursement from Seller for reasonable attorneys' fees and costs, if Purchaser is the prevailing party in such action).

Deposit. Within one three (13) business day following days after the mutual execution and exchange of this AgreementAgreement Date, Buyer Purchaser shall deposit into Escrow (as defined below) the amount with Republic Title of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) Texas, Inc., a subsidiary of First American Title Insurance Company, at its offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 10th Floor, Dallas, Texas 75204 (the “Initial DepositTitle Company”), 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 Federal wire funds, the amount sum of One Hundred Thousand and No/100 Dollars $1,000,000.00 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”), which Deposit shall be held and disbursed by the Title Company in accordance with the terms and provisions of this Agreement. (From time to time in this Agreement, the Title Company is also referred to as the “Escrow Holder Agent.”) The Deposit shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredbe nonrefundable except as specifically provided herein, 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 but shall be credited against the Purchase Price at Closing. The Deposit shall be deposited in a federally-insured financial institution in an interest-bearing account. All earned interest on the Deposit shall belong to Buyer’s account and deemed the party entitled to be receive the Deposit under this Agreement. If settlement is completed under the Agreement, Escrow Agent shall pay the Deposit to Sellers as part of the Purchase Price, as required by the Agreement. In the event that either Sellers or Purchaser terminates the Agreement pursuant to the exercise of any right of termination as permitted by the provisions of the Agreement, Escrow Agent shall pay the Deposit and any interest earned thereon to the party identified in the Agreement as being the party to receive the Deposit. In the event that Escrow Agent shall receive an instruction (hereinafter the “Instruction”), with respect to the Deposit, or any part thereof, from Sellers but not from Purchaser, or from Purchaser and not from Sellers (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which did not give the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Agent shall deliver or transmit to the Non-Instructing Party a copy of the consummation Instruction received from the Instructing Party. Unless the Non-Instructing Party notifies Escrow Agent in writing within five (5) days after the Non-Instructing Party’s receipt 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 Instruction that Escrow Agent is not consummated because of (a) a Seller defaultto comply with the Instruction, (b) the termination of this Agreement by Buyer Escrow Agent shall act in accordance with any right the Instruction. If, however, the Non-Instructing Party does notify Escrow Agent within such five (5) day period that Escrow Agent is not to so terminate provided hereincomply with the Instruction, (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 BuyerEscrow Agent shall not act in compliance therewith, 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).but may thereafter either:

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 Agent"), to be held in an escrow account established pursuant to the Deposit Escrow Agreement (the "Deposit Account") (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 name of the Company (the "Deposit Shares"), 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 Seven One Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,500,000) in substantially the same form as Exhibit C attached hereto and incorporated herein by this reference (the “Initial Deposit”)"Escrow Note" 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 with the Initial Deposit Cash and all interest accrued thereonthe Deposit Shares, the “"Deposit”"). , which Escrow Holder Note 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 not be credited to Buyer’s account and 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 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 "Earnest Money" and shall be held by the Deposit Escrow A▇▇▇▇ ▇ursuant 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 (the "Prepayment Amount") into the Deposit Account, which shall become part of the DepositDeposit Cash and the Earnest Money, and shall be held and disbursed in accordan▇▇ ▇▇▇▇ 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, the Deposit Escrow Agent shall (x) 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) deposit any portion of the Prepayment Amount that has not previously been released to the Company, if any, into the Escrow Account. On May 19, 2005, the Deposit Escrow Agent shall release the Deposit Cash to the Company. 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 in accordance with Section 9.1 f. on or after the Expiration Date, the Earnest Money, together with any right income, gain, dividends ▇▇ distributions earned or received on the Earnest Money, shall be released to so terminate provided hereinthe Company on June 3▇, ▇▇▇▇." (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 On or before two (2) business days following the following the Effective Date, Buyer has paid to Seller the amount of Fifty Thousand Dollars ($50,000) (together with any interest accrued thereon, the “First Deposit”) which shall be nonrefundable notwithstanding any termination of this Agreement. On or before one (1) business day following the mutual execution and exchange expiration of this Agreement, Buyer shall deposit into Escrow the Contingency Period (as defined below) the amount of Seven ), Buyer shall cause an additional Four Million, Four Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.004,450,000) in immediately available funds (together with any interest accrued thereon, the “Initial Second Deposit”), ) in the form of a wire transfer payable immediately available funds to Chicago be delivered into Escrow with First American Title Insurance Company Company, 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: D▇▇▇ ▇▇▇▇▇ (“Escrow Holder”). Unless this Agreement The First Deposit and the Second Deposit shall have been terminated pursuant be collectively referred to herein as the “Deposit”. The Second Deposit shall be invested by Escrow Holder with a financial institution acceptable to Buyer and Seller in a federally-insured interest-bearing demand account (with any risk of loss for the account of Buyer), and the Second Deposit, and all interest accrued on the Second Deposit, shall be credited to the provisions hereof prior thereto, no later than three (3) business days after Purchase Price upon the Close of Escrow. Following the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defined), unless this Agreement has been previously terminated or deemed terminated by Buyer shall deposit with Escrow Holder additional cash or other immediately available funds pursuant to its rights set forth 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 thereonthis Agreement, the “Deposit”). Escrow Holder shall deposit Second Deposit shall, except as otherwise provided in this Agreement to the Deposit in a contrary, become 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 Depositrefundable. 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 the Purchase Price on the Closing Dateat Close of Escrow. In the event the sale The failure of Buyer to timely deliver any of the Property is not consummated because of (a) Deposits shall be a Seller material default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided hereinand shall entitle Seller, (c) the failure of any of Buyerat Seller’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyersole option, 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 immediately by giving written notice of such termination to a “return of Buyer and the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Escrow Holder.

Deposit. Within one Purchaser shall deliver, within two (12) business day following days of the mutual execution and exchange Effective Date to Escrow Agent by bank wire of this Agreement, Buyer shall deposit into Escrow (as defined below) immediately available funds the amount sum of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.003,000,000) (the “Initial Deposit”), . If Purchaser elects to extend the Closing Date (as hereinafter defined) as provided in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant Section 6.1 to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” First Extension Date (as hereinafter defined), Buyer Purchaser shall deposit deliver, together with the First Extension Notice (as hereinafter defined), to Escrow Holder additional cash or other Agent by bank wire of immediately available funds in the amount sum of One Million Five Hundred Thousand and No/100 Dollars ($100,0001,500,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “First Extension Deposit”). If Purchaser further elects to extend the Closing Date as provided in Section 6.1 to the Second Extension Date (as hereinafter defined), Purchaser shall deliver, together with the Second Extension Notice (as hereinafter defined), to Escrow Agent by bank wire of immediately available funds an additional sum of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Second Extension Deposit”). The Initial Deposit, together with the First Extension Deposit if made, and the Second Extension Deposit if made, shall be referred to herein as the “Deposit.” If Purchaser fails to deliver the Initial Deposit in full to Escrow Agent on or before the expiration of the two (2) business day period as provided above, or the First Extension Deposit or Second Extension Deposit together with the First Extension Date Notice (if the First Extension Date Notice is delivered) or Second Extension Date Notice (if the Second Extension Date Notice is delivered), as applicable, then Purchaser shall be deemed to have terminated this Agreement, and the Deposit, to the extent then made by Purchaser, shall be immediately disbursed to Purchaser by Escrow Agent without the necessity of any further escrow instruction. The Deposit, once made shall be non-refundable to the Purchaser, except as otherwise set forth herein to the contrary. The Deposit shall be held in an interest-bearing escrow account by 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 institution as directed by Buyer Purchaser and reasonably acceptable to Existing Owner Seller, and all 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, earned on the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale deemed part 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 all purchase under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

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

Deposit. Within one (1a) On the first (1st) 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 Fifty Million Dollars ($7,143.0050,000,000) (as such amount may be adjusted pursuant to Section 9.1(d) or Section 9.4(b) hereof, the “Deposit”) with the Escrow Agent pursuant to an escrow agreement substantially in the form attached hereto as Exhibit E (the “Initial DepositDeposit Escrow Agreement”)) executed and delivered by each of ACE Hi, Buyer and the Escrow Agent. Buyer and ACE Hi hereby acknowledge and agree that upon the Closing or any termination of this Agreement, any interest earned on the Deposit shall accrue for the benefit of and be paid to Buyer. In the event that the required amount of the Deposit is reduced or eliminated in accordance with Section 9.4(b) hereof, Buyer shall deliver written notice of such reduction to the form of a wire transfer payable Escrow Agent and such reduced amount, together with any interest accrued thereon shall be promptly released from the escrow under the Deposit Escrow Agreement (the “Deposit Escrow”) by the Escrow Agent and paid to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Buyer pursuant to this Section 2.3(a) and the provisions hereof prior theretoDeposit Escrow Agreement. (b) Prior to the Closing Date, no later than three Buyer and ACE Hi acknowledge and agree that Buyer shall be entitled to quarterly distributions of one-half (31/2) of all accrued interest on the Deposit Escrow Amount, which shall be distributed by the Escrow Agent to Buyer within ten (10) business days after the expiration end of each calendar quarter pursuant to the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Deposit Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand Agreement and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”this Section 2.4(c). 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, Interest earned on the Deposit shall be paid included in income by Buyer for Income Tax purposes. (c) At the Closing, the Deposit (without giving effect to Existing Owner the interest earned thereon) shall be released to ACE Hi and the amount so released shall be credited against the Closing ACE Purchase Price on and deducted from the ACE 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 Payment pursuant 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

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

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

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

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

Deposit. Within one (1) business day following the mutual On execution and exchange of this Agreement, Buyer shall deposit with Escrow Holder (the "Escrow") a cash deposit (the "Initial Deposit") of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) ("First Refundable Deposit") shall immediately become non-refundable, unless there is any material breach, default, fraud or misrepresentation on Seller's part. For purposes of this Section 2.3, "material" shall mean "resulting in damages, loss, or costs in excess of $250,000.00. Said First Refundable Deposit shall also be refundable in the event that Landlord (identified in Section 1.9 herein) prior to Closing, fails to enter into Escrow a Lease Assignment (identified in Section 2.9(c) herein) on terms reasonably acceptable to Seller and Buyer or fails to enter into a Fourth Amendment to the Premises Lease with Buyer on terms reasonably acceptable to Buyer ("Landlord Fails to Consent"). All interest earned on the Deposit (as defined below) shall be paid to the amount recipient of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “underlying principal when the Deposit Funds are disbursed to Buyer or Seller. Upon receipt of the Initial Deposit”), the Escrow Holder shall immediately place the Initial Deposit in the form of a wire transfer payable to Chicago Title Insurance Company an interest-bearing account. Within 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 of ▇▇▇▇▇'s receipt of the Due Diligence Items (defined at Section 2.3(b) below), Buyer shall deliver into Escrow an additional cash deposit (the "Additional Deposit") of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00), of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS shall be non-refundable ("Second Non-Refundable Deposit"), unless there is any material breach, default fraud or misrepresentation on Seller's part or Landlord Fails to Consent, and the Escrow Holder shall immediately place the Additional Deposit into an interest-bearing account. The Initial Deposit and the Additional Deposit are referred to collectively as the "Deposit". In the event that this Agreement is terminated because Landlord Fails to Consent on or before Closing or, prior to the expiration of the “Due Diligence Period” Approval Deadline (as hereinafter defined)defined below) for any reason other than Seller's material breach, Buyer default, fraud or misrepresentation, Seller shall deposit with Escrow Holder additional cash or other immediately available funds in retain the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial First Non- Refundable Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit Second Non-Refundable Deposit 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 to Buyer’s account and deemed to be part remainder of the Deposit, if any shall be returned to Buyer. Upon expiration of the Approval Deadline, the Deposit shall become irrevocable and non- refundable to Buyer except and only in the event of Seller's material breach, default, fraud or misrepresentation or if Landlord Fails to Consent prior to Closing. In the event Buyer is entitled to the return of any portion of the consummation Deposit under the terms of this Agreement, such portion of the purchase Deposit shall be promptly returned to Buyer (and sale of Seller shall instruct Escrow Holder to so return the Property as contemplated hereunderDeposit to the extent required by Escrow Holder). The Deposit shall be disbursed by Escrow Holder to Seller through Escrow at Closing (and Buyer shall instruct Escrow Holder to so disburse the Deposit to the extent such instruction is required by Escrow Holder). Should the Closing occur, the Deposit shall be paid applied 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)Price.

Deposit. Within one (1) business day following the mutual execution and exchange of this AgreementAs Buyer may instruct from time to time in its sole discretion, 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 shall hold the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all Buyer Change Order Deposits, Leasing Commission Deposits and, to the extent paid by Buyer (and not a Tenant), all Tenant Improvement Deposits, plus all interest accrued thereonthereon (collectively, but exclusive of the Deposit, the “DepositDevelopment Deposits”). Escrow Holder shall deposit the Deposit ) in escrow in either a non-commingled trust account and shall invest the Deposit in an insured, interest bearing account or in insured money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer interest-bearing accounts. The Deposit and reasonably acceptable to Existing Owner and interest thereon all Development Deposits shall be credited held by Escrow Holder until the earlier to Buyer’s account and deemed to be part occur of (i) the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing Date, at which time the Deposit shall be paid to Existing Owner and credited applied against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of and all Development Deposits shall be returned to either Buyer or Seller as more specifically set forth in this Agreement, or (a) a Seller default, (bii) the termination of this Agreement by Buyer in accordance with any right date on which Escrow Holder is authorized 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 disburse 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 all Development Deposits as and when required hereunder shall be for Seller to terminate set forth in this Agreement. All references in this Agreement to a “return The tax identification numbers of the Deposit” parties shall also be deemed furnished to include Escrow Holder upon request. If either party hereto makes a return written demand upon Escrow Holder for delivery of the “Deposit” under Deposit or any Development Deposit to such party, Escrow Holder shall give written notice to the “Other other party of such demand. If Escrow Holder does not receive a written objection from the other party to the proposed payment on or before the 5th Business Day after the giving of such notice, Escrow Holder is hereby authorized to deliver the Deposit and all Development Deposits to the demanding party. If Escrow Holder does receive such written objection within such 5 Business Day period, Escrow Holder shall continue to hold the Deposit and all Development Deposits until otherwise directed by written instructions from the parties or a final judgment or arbitrators’ decision. However, Escrow Holder shall have the right at any time to deliver the Deposit and all Development Deposits with the clerk of a state court in the state in which the Real Property Purchase Agreements” (as defined herein)is located. Escrow Holder shall give written notice of such delivery to Seller and Buyer. Upon such delivery, Escrow Holder shall be relieved and discharged of all further obligations and responsibilities hereunder.

Deposit. Within one (No later than May 1) business day following , 2026, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the mutual execution and exchange sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Six Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.006,500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable . If Purchaser fails 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 timely 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 with Escrow Agent, Seller shall be entitled, as Seller’s sole and all exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Initial Deposit is delivered to Escrow Agent, in which event neither party shall have any obligations hereunder, except those which expressly survive a termination of this Agreement. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Seller and Purchaser at money market rates, or in such other investments as shall be approved in writing by Seller and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest accrued thereon, the “Deposit”). Escrow Holder shall deposit 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 Purchaser acknowledges that it is waiving its due diligence contingency and its right to terminate this Agreement under the event Study Period contemporaneously with the execution of this Agreement, and accordingly, as of the consummation of the purchase and sale of the Property as contemplated hereunderEffective Date, the Deposit shall be paid to Existing Owner and credited non-refundable except as otherwise expressly provided herein. The Deposit shall be either (a) applied at the Closing against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultPrice, (b) returned to Purchaser pursuant hereto, or (c) paid to Seller pursuant hereto. Upon receipt of the termination Initial Deposit, Escrow Agent shall release a portion of the Initial Deposit to Seller in an amount equal to Fifty Dollars ($50.00) representing the independent consideration for Seller’s execution of this Agreement by Buyer in accordance and agreement to provide Purchaser with any right to so terminate provided herein, the Study Period (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than which shall not be 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 part 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 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 (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 (1) business day On the next Business Day following the mutual execution and exchange date a fully-executed copy of this AgreementAgreement is delivered to the Escrow Agent by MOP, Buyer Purchaser shall deposit into deliver to the Escrow (as defined below) Agent by wire transfer the amount of Seven Thousand One Hundred Forty Three Fifteen Million and No/100 Dollars ($7,143.0015,000,000.00) (the “Initial Deposit”)which amount, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash 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, if any, is herein called the “"Deposit”"). The Deposit has been allocated among the Properties in the manner described in Exhibit B. The Deposit shall be invested by the Escrow Holder Agent in an insured interest-bearing accounts and/or certificates as Purchaser shall deposit direct, and shall be held by Escrow Agent pursuant to an Escrow Agreement by and between Escrow Agent, MOP and Purchaser (the "Escrow Agreement"). Purchaser agrees to promptly deliver or cause the Escrow Agent to deliver written acknowledgment by the Escrow Agent that the executed copy of this Agreement and the Deposit in a non-commingled trust account have been received by and shall invest are being held by the Deposit in an insured, interest bearing money market accounts, certificates Escrow Agent pursuant to the terms of deposit, United States Treasury Bills or such other instruments as directed by Buyer this Agreement and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agreement. In If 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 MOP and credited against applied to the payment of the Purchase Price on the Closing Dateat Closing. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of If Purchaser terminates this Agreement by Buyer in accordance with any express right to so terminate provided herein, (c) granted to Purchaser by 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 Buyerthis Agreement, then the Deposit shall be immediately returned to Purchaser, and automatically paid over to Buyer without the need for no party hereto shall have any further action obligations under this Agreement except for such obligations which 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 their terms expressly survive any termination of this Agreement. All references in As set forth and pursuant to the terms of Section 10.01, the Deposit shall be paid by Escrow Agent to Seller upon Purchaser's failure to Close. If Purchaser terminates this Agreement in accordance with any express right to a “return terminate granted to Purchaser by the terms of this Agreement, Purchaser agrees to deliver to MOP copies of the Deposit” following third party reports prepared for Purchaser: surveys, appraisals, environmental reports, property inspection reports and reports dealing with Americans with Disability Act compliance (collectively, the "Third Party Reports"). The obligation to deliver the Third Party Reports shall also be deemed to include a return survive the termination of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)this Agreement.

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

Deposit. Within one (1a) business day following Concurrently with the mutual execution of this Agreement by Buyer and exchange Seller, Buyer shall establish with the Escrow Agent an interest-bearing joint order escrow account (the “Escrow Account”) and shall deposit with the Escrow Agent a performance guarantee deposit in the amount of $5,000,000 (the “Deposit”) pursuant to an escrow agreement (the “Escrow Agreement”), the form of which has been agreed by the Parties and the Escrow Agent on or prior to the execution of this Agreement. Interest accruing on the Deposit shall become part of the Deposit for all purposes under this Agreement. If the Closing occurs, the Deposit shall be delivered to Seller by wire transfer of immediately available funds to the account set forth on Schedule 3.5. (b) If (i) Seller terminates this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii), (ii) Buyer has knowingly taken any action or knowingly omitted to take any action where such action or failure resulted in the breach or omission in any material respect of any representations or warranties of Buyer set forth herein or any covenants of Buyer contained in this Agreement which are to be performed or observed at or prior to the Closing (including Buyer’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.2) and (iii) as of the date of such termination, Seller has not breached in any material respect any representations or warranties of Seller set forth herein or any covenants of Seller contained in this Agreement which are to be performed or observed at or prior to the Closing (including Seller’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.3), then the Parties shall deposit into execute Joint Written Instructions instructing the Escrow Agent to release the Deposit to Seller as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to consummate the transactions contemplated by this Agreement or any breach or failure of any representation, warranty or covenant of Buyer contained herein. Buyer and Seller acknowledge and agree that (as defined belowx) Seller’s actual Damages upon the event of such a termination are difficult to ascertain with any certainty, (y) the amount Deposit is a reasonable estimate by the Parties of Seven Thousand One Hundred Forty Three such actual Damages and No/100 Dollars ($7,143.00z) such liquidated damages do not constitute a penalty. (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless c) If this Agreement shall have been is terminated in accordance with Section 9.1 and Seller is not entitled to receipt of the Deposit pursuant to the provisions hereof prior theretoterms set forth in Section 3.3(b), then the Parties shall promptly, but in no event later than three (3) business days Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right Agreement, execute Joint Written Instructions instructing the Escrow Agent to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then release the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by via wire transfer of immediately available funds to such account(s) as Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references nominates in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)writing.

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

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

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

Deposit. Within one The Buyer has made a deposit of Dollars (1$ ) business day following (“Deposit”) by in hand paid on the mutual execution and exchange signing of this Agreement, paid by Buyer to Agent; receipt of which is hereby acknowledged. The Deposit shall deposit into Escrow be placed in Agent’s escrow account until final settlement and may be placed in an interest-bearing account. The Buyer and Seller waive any claim to interest resulting from such Deposit. THIS IS A CASH AGREEMENT. THERE IS NO CONTINGENCY FOR BUYER TO OBTAIN FINANCING. The residue of the purchase price shall be payable as follows: Cash at Settlement which shall be within fifteen (as defined below15) days of the amount court order approving the sales in the United States District Court for the Middle District Court of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) North Carolina presiding over the receivership of Independence Lumber Inc. (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow HolderSettlement Date”). 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)If closing does not occur on or before Settlement Date, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds be in default. Seller may, in its sole discretion, permit closing after this date, and, in such case, shall charge the amount Buyer interest at the rate of One Hundred Thousand and No/100 Dollars ($100,000) (12% per annum of 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 total purchase price which shall be credited due and payable at closing. The Seller agrees to Buyer’s account and deemed convey the said Property with a Quit Claim deed, same to be part prepared at the expense of the Deposit. In Seller and the event cost of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’s tax shall be paid to Existing Owner and credited against borne by the Purchase Price on the Closing DateSeller. In the event the sale of It is agreed that the Property is not consummated because being conveyed free and clear of (a) all liens but subject to all rights, reservations, covenants, conditions, easements, rights-of-way, and restrictions of record, as the same may lawfully apply to the Property, and to all matters which would be disclosed by a Seller defaultsurvey and inspection of the Property. SETTLEMENT EXPENSES/RISK OF LOSS: The expenses of examination of title and recordation shall be borne by the Buyer. All rents, (b) the termination interest, taxes, insurance, and other escrow deposits are to be pro-rated as of this Agreement by Buyer in accordance with any right settlement. The risk of loss or damage to so terminate provided herein, (c) the failure or destruction of any structure on the premises by any means until the deed of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default conveyance is delivered is assumed 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 (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. (a) Within one (1) business day following five 5 Business Days after the mutual execution and exchange date of this Agreement, the Buyer shall deposit into Escrow (pay to the Seller, as defined below) a deposit, cash in the aggregate amount of Seven Thousand One Hundred Forty Three and No/100 Dollars $14,300,000 ($7,143.00the “Deposit Amount”), which amount shall be paid by wire transfer of immediately available funds to the bank account of the Seller as set out in Schedule 2 (the “Seller’s Account”). (b) The Seller shall return the Deposit Amount to the Buyer by paying an amount equal to the Deposit Amount by wire transfer of immediately available funds to the Buyer’s bank account set out in Schedule 3 (or such other account designated by the Buyer by at least two Business Days’ written notice to the Seller) (the “Initial DepositBuyer’s Account”), in ) within two (2) Business Days after the form earliest of (x) the occurrence 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 defaultTermination Event, (by) the termination of this Agreement by the Buyer pursuant to Section 7.1(iv), and (z) the Seller’s failure to deliver the Put Option Notice within the Put Option Exercise Period in accordance with any right to so terminate provided herein, Section 3.4. (c) If the SPA Closing (including the ROFR Closing) or the Put Option Closing takes place, the Deposit Amount shall be applied to satisfy and discharge the Buyer’s obligation to pay such portion of the consideration payable by the Buyer at the SPA Closing (including the ROFR Closing) or the Put Option Closing as is equal to the lower of (i) the Deposit Amount and (ii) the consideration so payable. To the extent that the Deposit Amount exceeds the amount of the consideration so payable, the Seller shall on the earliest of (A) the SPA Closing (which may be the ROFR Closing), (B) the Put Option Closing (as the case may be) and (C) the failure for the Put Option Closing to occur on the Put Option Closing Date (due to a breach by the Seller of any of this Agreement) return the excess by payment to the Buyer’s Closing Conditions (as defined below) Account. Unless otherwise agreed to occur by the Parties in the SPA, the Buyer shall pay the remaining consideration under the SPA to the Seller’s designated bank account at the SPA Closing. The Parties agree that any portion of the Deposit Amount not applied or returned to the Buyer pursuant to this Section 2.1 shall belong to and be promptly returned to the Buyer. (d) any other reason other than a default by Buyer, then The Seller shall only invest the Deposit Amount in money market. Any and all references to the Deposit Amount in Section 2.1(b), Section 2.1(c) and Section 3.5 shall be immediately and automatically paid over references to Buyer without the need for Deposit Amount plus any further action earnings accrued thereon from the date of payment of the Deposit Amount by either Party hereto. The sole remedy for a failure by the Buyer to make the Initial Seller’s Bank Account under Section 2.1(a) (the “Deposit or Payment Date”) until the Additional Deposit as and when required hereunder shall be for date of payment in full by the Seller to terminate this Agreement. All references in the Buyer pursuant to this Agreement to a “return or application towards payment of the Deposit” shall also be deemed applicable consideration at the SPA Closing (including the ROFR Closing) or Put Option Closing pursuant to include a return of the “Deposit” under the “Other Property Purchase Agreements” Section 2.1(c) (as defined hereinboth dates exclusive).

Deposit. Within one Promptly, but in any case within two (12) business day following the mutual execution and exchange days after receipt by Buyer of a duly executed counterpart of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Fifty Thousand One Hundred Forty Three and No/100 Dollars 00/100 DOLLARS ($7,143.0050,000.00) (the “"Initial Deposit”), in ") to the form of a wire transfer payable to Chicago Title Insurance Company Shutts & Bowen LLP (“the "Escrow Holder”). Unless Agent") trust account and if Buyer ▇▇▇▇ not ▇▇▇▇ly terminate this Agreement shall have been terminated pursuant to by the end of the Inspection Period under the provisions hereof prior theretoof Section 4.1 herein, no later than three (3) business days after then by the expiration end of such Inspection Period, the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with to Escrow Holder Agent's trust account an additional cash or other immediately available funds in deposit (the amount "Additional Deposit") of One Five Hundred Fifty Thousand and No/100 Dollars 00/100 DOLLARS ($100,000550,000.00) (the “Additional Deposit”, and together with both the Initial Deposit and Additional Deposit to be by check or wire transfer and to be held by Escrow Agent, pursuant to the terms and conditions of this Agreement. The term "Deposit" shall refer to only the Initial Deposit until such time as Buyer is obligated hereunder to deposit the Additional Deposit and from that point on will refer collectively to the Initial Deposit and the Additional Deposit collectively. The Deposit shall be placed in an interest bearing escrow account with the interest to be reported under the Buyer's taxpayer identification number as set forth in a W-9 which Buyer shall complete, sign and furnish to Escrow Agent on or before making the Initial Deposit. At Closing, 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 earned thereon shall be credited toward the Purchase Price and paid to Buyer’s account and deemed to be part of Sellers at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing or, the Deposit if Closing does not occur, 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 Sellers or Buyer in accordance with any right to so terminate as 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. (a) Within one (1) business day following 3 Business Days of the mutual execution and exchange of this AgreementEffective Date, Buyer the Purchaser shall deposit into deliver to the Escrow (as defined below) Agent the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)500,000.00, to be held in the form of a wire transfer payable to Chicago Title Insurance Company Escrow Agent’s IOLTA Attorneys Trust Account (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Transaction shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderconsummated, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on Purchaser’s obligations at the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultas set forth in Section 4.5, (b) the termination of and if this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) shall be terminated and the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerTransaction abandoned, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for applied as set forth in Section 8.2. (b) By its execution of a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in counterpart of this Agreement or other signed agreement among Escrow Agent, the Seller, and the Purchaser, the Escrow Agent hereby accepts its designation as the escrow agent with respect to a “return the Deposit, acknowledges receipt of the Deposit” , subject to collection, and agrees to hold, invest and disburse the same as herein provided. The Escrow Agent shall also not be deemed liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any Party; provided, however, that if any notice or correspondence is not executed by both the Purchaser and the Seller, the Escrow Agent shall give to include the Purchaser or the Seller, as the case may be, copies of any notice or correspondence received from the other and shall not take any actions with regard thereto for 5 Business Days following the giving of such notice. (c) In the event of a return disagreement between the Seller and the Purchaser as to the proper disbursement of the “Deposit” under , the Escrow Agent reserves the right to deposit said funds into the Registry of the Clerk of Court of Raleigh County, West Virginia (the “Other Property Purchase Agreements” Court Registry”), by filing an interpleader action and Escrow Agent shall thereupon be discharged from the liability hereunder and shall be entitled to reimbursement from the Seller and the Purchaser for all attorney’s fees incurred and court costs expended in connection therewith. The parties acknowledge that the Escrow Agent is also the Purchaser’s attorney with respect to this Transaction and that, in the event an interpleader action is filed with respect to the Escrow Deposit, the Escrow Agent may continue to represent the Seller in such action or in any other action against the Seller with respect to this Agreement. (d) The Seller and the Purchaser hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses which may be incurred by the Escrow Agent in connection with its acceptance of this appointment or the performance of its duties hereunder; provided, however, that if the Escrow Agent shall be found guilty of willful default or action, or gross negligence, then, in such event, the Escrow Agent shall bear all such losses, claims, damages, liabilities and expenses. In the event the Escrow Agent places the Deposit in the Court Registry, upon the delivery of same to the prevailing party, whether by court order or otherwise, the non-prevailing party shall (i) pay to the prevailing party at the time of such delivery, interest on said monies at the publicly announced prime rate of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, as defined such rate may change from time to time, said interest to run from the date of deposit into the Court Registry until delivery of same to the prevailing party, and (ii) notwithstanding any contrary provision contained herein), pay to the Escrow Agent all monies necessary to reimburse the Escrow Agent for any losses, claims, damages, liabilities and expenses incurred by the Escrow Agent in connection with its appointment as the Escrow Agent or the performance of its duties hereunder.