Common use of Initial Deposit Clause in Contracts

Initial Deposit. Within five (5) Business Days following the Effective Date, Buyer shall deposit into Escrow the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.

Initial Deposit. Within five (5) Business Days following business days after the Effective Date, Buyer shall deposit into deliver to Escrow Holder the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the The Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer deposited by Escrow Holder in an interest-bearing account at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in Californiainstitution as Escrow Holder, designated by Buyer and approved by Escrow AgentSeller reasonably deem appropriate and consistent with the timing requirements of this Agreement. Subject The interest thereon shall accrue to the applicable termination and default provisions contained in benefit of the party receiving the Deposit pursuant to the terms of this Agreement: (i) , and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the Initial Deposit shall remain in Escrow applicable instrument is redeemed prior to the Closing; (ii) its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Closing“Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -0- Xxxxxx Realty, L.P. - Purchase Agreement Santa Fe Summit CONFIDENTIAL TREATMENT REQUESTED BY INTUIT INC. respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied as a credit towards the and credited toward payment of the Purchase Price; and Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. returned to Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate if (A) this Agreement pursuant to Section 4.3 hereofis terminated, and the Initial Deposit shall be non-refundable to Buyerprovisions of Sections 4.4 or 13 apply, except as otherwise provided for to the contrary in or (B) this Agreement, but shall remain applicable to the Purchase Price at ClosingAgreement is terminated because of a breach by Seller.

Initial Deposit. Within five (5) Business Days two days following the Effective Date, Buyer shall Purchaser must deposit into with Fidelity National Title Insurance Company of New York, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Telephone: (000) 000-0000; Facsimile: (212) 481-1325 ("Escrow Agent") the sum amount of One Million Five Hundred Thousand and no/100ths Dollars ($1,000,000.001,500,000.00) (the "Escrow Agent Deposit") and (ii) with Seller the amount of Five Hundred Thousand and no/100ths Dollars ($500,000.00) (the "Firm Deposit"). The Escrow Agent Deposit and the Firm Deposit are collectively the "Initial Deposit". This Agreement shall automatically terminate if Purchaser does not deposit the Initial Deposit with Escrow Agent and Seller by such date. The Firm Deposit will be considered "firm" and non-refundable to Purchaser except for Purchaser's right to terminate the Agreement upon a default by Seller and receive the entire Deposit in accordance with the provisions of SECTION 12 of this Agreement. Seller agrees to hold, apply and/or disburse the Firm Deposit in accordance with the terms of this Agreement; provided, however, that Seller will have no obligation to invest the Firm Deposit in an interest bearing account or otherwise to pay interest on the Firm Deposit. Seller may commingle such funds with Seller's own funds. Seller and Purchaser agree to negotiate in good faith to enter into an Xxxxxxx Money Escrow Agreement with Escrow Agent substantially in accordance with the form of Cash, which amount shall serve such agreement attached hereto as an xxxxxxx money deposit (“Initial Deposit”). In EXHIBIT G. If the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow transaction contemplated hereby is consummated in accordance with the Escrow Agentterms and conditions of this Agreement, the Deposit (as defined in subparagraph (b) below) will be applied to the Purchase Price at Closing. Buyer Purchaser may direct Escrow Agent to invest the Initial Escrow Agent Deposit and the Additional Deposit (as defined below) in an interest-bearing account by giving notice to Escrow Agent and satisfying Escrow Agent's requirements for investing the Escrow Agent Deposit in one or more an interest-bearing account. Any interest bearing accounts with earned on the Escrow Agent Deposit will become part of the Escrow Agent Deposit and will be paid to the party that becomes entitled to the Escrow Agent Deposit. In the event of a federally insured state or national bank located in Californiadefault by either party, designated by Buyer and approved the Escrow Agent Deposit will be disbursed by Escrow Agent. Subject to , and the applicable termination and default provisions contained Firm Deposit will be disbursed or retained by Seller, in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to accordance with Section 4.3 12 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.

Initial Deposit. Within five one (51) Business Days following business day after the Effective Agreement Date, --------------- Buyer shall place on deposit into the escrow account (the "Escrow Account") to be opened with Fidelity National Title Insurance Company located at 00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (Attention: Xx. Xxxx Xxxxx) ("Title Company" or "Escrow Holder") the sum amount of One Million Three Hundred Fifty Thousand Dollars ($1,000,000.00350,000) as an initial deposit (the "Initial Deposit"). The Title Company shall cause the Initial Deposit to be placed into an interest bearing bank account reasonably acceptable to Buyer and Seller. Any interest earned on the Initial Deposit shall be included as part of the Initial Deposit. The Initial Deposit and interest earned thereon, in shall be fully refundable to Buyer during the form of Cashperiod commencing on the Agreement Date and ending at 5:00 p.m. (Pacific Time) on December 22, 2000, which amount shall serve as an xxxxxxx money deposit date may be extended at Buyer's sole option to December 27, 2000 (“Initial Deposit”the "Conditions Period"). In For purposes hereof, the event last day of the Conditions Period shall mean and be referred to herein as the "Approval Date". If Buyer fails to deliver the Initial Deposit within such five (5) Business Day periodinto the Escrow Account strictly as and when contemplated herein, then same Seller shall constitute an immediate event of default under this Agreement and Sellers shall be entitled have the right to terminate this Agreement upon by delivering written notice thereof to Buyer at anytime prior any time and thereafter neither party shall have any further rights or obligations hereunder except for the indemnities contained in Sections 4.4 and 16 below, Buyer's covenants made herein which are expressly intended to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable survive any such termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior Buyer's obligations under Section 4.3 below to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 FormSeller the Due Diligence Materials (defined below) (collectively, stating "Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing's Surviving Obligations").

Initial Deposit. Within five On or before the later of (5i) Business Days following the Effective Datetwo (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, Buyer 1998, Purchaser shall deposit into in Escrow with Escrow Holder, an earnxxx xxxey deposit in the sum amount of One Two and one-half percent (2.5%) of the Purchase Price, which is equal to Two Million Eight Hundred Thousand Dollars ($1,000,000.002,800,000) (the "Initial Deposit"). The Initial Deposit paid by Purchaser pursuant to the terms hereof shall be deposited in a trust account in Escrow, with Escrow Holder, to be held in interest bearing obligations of the United States Government, in an institutional savings account, or in such other investments as Purchaser may by written instrument direct. In lieu of depositing the Initial Deposit in cash with Escrow Holder, Purchaser may elect to deliver the Initial Deposit to Escrow Holder, on or before (i) the later of two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, 1998, in the form of Cash, which an irrevocable standby letter of credit ("LOC") issued by a commercial bank acceptable to Seller in the amount shall serve as an xxxxxxx money deposit (“of the Initial Deposit”), with a March 15, 1998, expiration date, naming the Seller as beneficiary and drawable upon sight draft. In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled Unless Purchaser has either elected to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering or deposit the Initial Deposit into or Deposit in cash with Escrow with Holder on or before the expiration of the Contingency Period, the Escrow AgentHolder shall deliver the LOC to Seller on the next business day following expiration of the Contingency Period. Buyer may direct Seller shall not draw on the LOC unless the Contingency Period expires without Purchaser's termination of Escrow Agent and the total Deposit (as defined below) has not been released to invest Seller upon expiration of the Initial Contingency Period. Upon Seller or Escrow Holder's receipt of the Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closingcash, the Initial Deposit LOC shall be applied returned to Purchaser. The commercial bank issuing the LOC shall have a senior, unsecured debt investment grade rating of "AA" as a credit towards determined by Moodys or Standard & Poors and shall have an office in the payment central business district of the Purchase Price; and (iii) all interest that accrues on City of Los Angeles capable of honoring the Initial Deposit while in Escrow Agent’s control shall be deemed part presentation of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at ClosingLOC by Seller.

Initial Deposit. Within five two (52) Business Days business days following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, below, Buyer shall deposit into deliver to Escrow Holder the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the The Initial Deposit shall be applied deposited by Escrow Holder in an interest-bearing account at a federally insured institution as a credit towards Escrow Holder and Seller deem appropriate and consistent with the payment timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the Purchase Price; party (or parties) receiving the Deposit (or any portions thereof) pursuant to the terms of this Agreement, and (iii) Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term Deposit hereunder shall include all interest that accrues on so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the opening of Escrow. As consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit while equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in Escrow Agent’s control shall be deemed part this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate has not previously terminated this Agreement pursuant to Section 4.3 hereof4.1.4, below, then concurrently with the expiration of the "Property Approval Period," as that term is defined in Section 4.1.2, below, the remainder of the Initial Deposit shall be become non-refundable to Buyerrefundable, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable . If prior to the expiration of the Property Approval Period Buyer has delivered Buyer's Termination Notice, then this Agreement shall be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (y) the balance of the 753659.08/WLA 374981-00001/4-20-16/pjr/pjr -2- Agreement of Purchase Price at Closing.and Sale [20333 South Normandie Avenue] [Bridge Acquisition, LLC]

Initial Deposit. Within five (5) Business Days following business days after the Effective Date, Buyer shall deposit into deliver to Escrow Holder the sum Initial Deposit. The Initial Deposit and Additional Deposit (if applicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder deems appropriate and consistent with the timing requirements of One Million Dollars this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has not delivered Buyer's Disapproval Notice ($1,000,000.00as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period, Buyer delivers Buyer's Disapproval Notice to Seller and Escrow Holder, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of any escrow cancellation costs), in shall be returned to Buyer. If this Agreement has not been so terminated, then, after the form of CashContingency Deadline, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same together with interest accrued thereon shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreementbe: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the and credited toward payment of the Purchase Price; and Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) all interest that accrues on returned to Buyer (less the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate Independent Consideration) if this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 4.3 hereof16.1, or this Agreement is terminated and otherwise provides for the Initial Deposit shall to be non-refundable refunded to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.

Initial Deposit. Within five two (52) Business Days following business days after the Effective Date, Buyer shall deposit into deliver to Escrow Holder the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the The Initial Deposit within such five and Additional Deposit (5if any) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer deposited by Escrow Holder in an interest-bearing account at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in Californiainstitution as Escrow Holder, designated by Buyer and approved by Escrow AgentSeller deem appropriate and consistent with the timing requirements of this Agreement. Subject The interest thereon shall accrue to the applicable termination benefit of Buyer and default provisions contained in be paid to the party receiving the Deposit pursuant to the terms of this Agreement: (i) , and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the Initial Deposit shall remain in Escrow applicable instrument is redeemed prior to the Closing; (ii) its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the ClosingOpening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied as a credit towards the and credited toward payment of the Purchase Price; and Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) all interest that accrues on returned to Buyer (less the Initial Deposit while in Independent Consideration) if the Close of Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall completedoes not occur, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing16.1.

Initial Deposit. Within five (5) Business Days following Concurrently herewith, Capital shall deliver to the Effective Date, Buyer shall deposit into Deposit Escrow the sum of One Million Dollars Agent ONE MILLION DOLLARS ($1,000,000.001,000,000) in cash (including any interest, earnings or distributions thereon, collectively, the "INITIAL DEPOSIT"), in which shall belong to whomever is ultimately entitled to the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In Each Party shall take such actions, including, without limitation, issuing written instructions to the event Buyer fails Deposit Escrow Agent, as may be necessary or advisable to deliver cause the Initial Deposit within such five (5) Business Day periodto be immediately released and delivered to NHG by the Deposit Escrow Agent upon the date that a Liquidated Damages Event occurs. As used herein, then same shall constitute an immediate event a "LIQUIDATED DAMAGES EVENT" means any expiration or termination of default under this Agreement and Sellers shall be entitled for any reason, other than a failure of the condition in Section 12(b)(i) hereof, a Section 13 Termination or either Party's failure to terminate this Agreement upon written notice obtain the Regulatory Insurance Approvals despite their best efforts to Buyer at anytime prior do so; provided, however, that to Buyer delivering the extent that the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent (or any portion thereof) has not been released and delivered to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow NHG prior to the Closing; Closing (ii) upon the Closing"UNDISBURSED INITIAL Deposit"), the Undisbursed Initial Deposit shall be applied as released and delivered to the NHG Shareholders at the Closing (if any) according to the terms of Sections 2 and 3 of this Agreement and shall be credited against the Cash Consideration on a credit towards the payment dollar-for-dollar basis. All or any portion of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control that has been delivered to NHG prior to the Closing shall also be deemed part so credited against the Cash Consideration at the Closing. Any disposition of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement Deposit (or any portion thereof) pursuant to this Section 4.3 hereof4(a) shall not prejudice any rights or remedies which the Parties may otherwise have pursuant to this Agreement. If the agreement expires or is terminated for any reason other than a Liquidated Damages Event, each Party agrees to take such actions, including, without limitation, issuing written instructions to the Deposit Escrow Agent, as may be necessary or advisable to cause the Initial Deposit shall to be non-refundable immediately released and delivered to Buyer, except as otherwise provided for to Capital by the contrary in this Agreement, but shall remain applicable to the Purchase Price at ClosingDeposit Escrow Agent.

Initial Deposit. Within five two (52) Business Days business days following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, below, Buyer shall deposit into deliver to Escrow Holder the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the The Initial Deposit shall be applied deposited by Escrow Holder in an interest-bearing account at a federally insured institution as a credit towards Escrow Holder and Seller deem appropriate and consistent with the payment timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the Purchase Price; party (or parties) receiving the Deposit (or any portions thereof) pursuant to the terms of this Agreement, and (iii) Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term Deposit hereunder shall include all interest that accrues on so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the opening of Escrow. As consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit while equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in Escrow Agent’s control shall be deemed part this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate has not previously terminated this Agreement pursuant to Section 4.3 hereof4.1.4, below, then concurrently with the expiration of the "Property Approval Period," as that term is defined in Section 4.1.2, below, the remainder of the Initial Deposit shall be become non-refundable to Buyerrefundable, except as otherwise provided for to the contrary in this Agreement. If prior to the expiration of the Property Approval Period Buyer has delivered Buyer's Termination Notice, but then this Agreement shall remain applicable be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (y) the balance of the 753659.08/XXX000000-00001/4-20-16/pjr/pjr -2- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] Initial Deposit, together with all interest accrued thereon, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the expiration of the Property Approval Period, the entirety of the Initial Deposit (including the NR Deposit and any interest accrued thereon) shall be: (i) applied and credited toward payment of the Purchase Price at Closingthe Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Section 4.4 or Section 11.9 applies, or (B) this Agreement is terminated because of a breach by Seller.

Initial Deposit. Within five (5) Business Days following business days after the Effective Date, Buyer shall deposit into deliver to Escrow Holder the sum Initial Deposit. The Initial Deposit and Additional Deposit (if applicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder deems appropriate and consistent with the timing requirements of One Million Dollars this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has delivered Buyer's Approval Notice ($1,000,000.00as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If, prior to the expiration of the Property Approval Period, Buyer delivers written notice to Seller and Escrow Holder terminating this Agreement or if Buyer does not deliver Buyer's Approval Notice to Seller and Escrow Holder as provided herein, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.5 below) and one-half (1/2) of any escrow cancellation costs), in shall be returned to Buyer. If this Agreement has not been so terminated, then, after the form of CashContingency Deadline, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same together with interest accrued thereon shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreementbe: (i) applied and credited toward payment of the Initial Deposit shall remain First Closing Purchase Price on the First Closing Date (as defined in Escrow prior to the Closing; Section 3.2.1 below), or (ii) upon the Closingretained by Seller as liquidated damages pursuant to Section 16.2 below, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and or (iii) all interest that accrues on returned to Buyer (less the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate Independent Consideration) if this Agreement is terminated pursuant to Sections 3.2.2, 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 4.3 hereof16.1, or this Agreement is terminated and otherwise provides for the Initial Deposit shall to be non-refundable refunded to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.

Initial Deposit. Within five three (53) Business Days following after the Effective Dateexecution and delivery to Escrow Holder by both Seller and Purchaser of this Agreement, Buyer the “Memorandum of Agreement” and the “Quitclaim” (as such terms are defined in Section 10.10 below) (time being of the essence), Purchaser shall deposit into deposit, or cause to be deposited with Escrow Holder, in cash, by a confirmed wire transfer of immediately available funds or by certified bank check (hereinafter referred to as “Immediately Available Funds”), the sum amount of One Million Four Hundred Fifty Thousand Dollars ($1,000,000.00), in 450,000.00) (the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”), and the Penfield Deposit (as defined in Section 11.1 below) in the amount of Sixteen Thousand Dollars ($16,000.00), for an aggregate amount of Four Hundred Sixty-Six Thousand and No/100s Dollars ($466,000.00). In the event Buyer If Purchaser fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Penfield Deposit into Escrow with strictly as and when contemplated herein, then such failure shall constitute a material breach by Purchaser under this Agreement, and this Agreement shall automatically terminate and thereafter neither party shall have any further rights or obligations except for the Surviving Obligations (as hereinafter defined). Escrow Agent. Buyer may direct Escrow Agent to invest Holder shall place the Initial Deposit Deposit, upon receipt, in one or more federally insured interest bearing accounts accounts, which shall be consistent with a federally insured state or national bank located the timing requirements of this transaction and reasonably satisfactory to Purchaser and Seller (the “Escrow Account”), pending disbursement in California, designated by Buyer accordance with the terms of this Agreement. The Penfield Deposit shall be held and approved disbursed as provided in Section 11.1 below. All interest which accrues on the “Deposit” (as defined below) while held by Escrow AgentHolder in the Escrow Account shall be added to and increase the Deposit. Subject to the applicable termination and default provisions contained in this Agreement: (i) Following Escrow Holder’s receipt of the Initial Deposit and the Penfield Deposit and confirmation that such funds have cleared with the bank, Escrow Holder shall remain promptly record the Memorandum of Agreement in Escrow prior the Official Records and provide a conformed copy of such recorded document to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; Seller and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at ClosingPurchaser.

Initial Deposit. Within five (5) Business Days following Upon the Effective Dateexecution of this Agreement, Buyer shall deposit into Escrow the sum of One Million Dollars FIFTY THOUSAND DOLLARS ($1,000,000.0050,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall will be applied as a credit towards the payment of to the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control , shall be deemed part directly wired to Xxxxxx X. Xxxx and Associates, Ltd. Client Trust Account, US Bank, Las Vegas, Nevada, ABA routing number 000000000, account number 1 537 0011 1096 (the "Initial Deposit"). SELLERS shall have THREE (3) business days ("Delivery Period") to deliver to BUYERS copies of all applicable original documents ("Original Document Copies"). Failure by SELLERS to deliver to BUYERS the Original Document Copies within the Delivery Period shall, at the option of BUYERS, be cause for immediate full refund of the Initial Deposit. Buyer Additionally, if SELLERS provide to BUYERS the copies of the original documents, and these copies of the original corporate documents sufficiently satisfactory so as to induce the BUYERS to proceed with the anticipated transaction(s) the deposit becomes nonrefundable to the extent of the sum of $5,000.00 (provided, however, that BUYERS shall completehave FOUR (4) days in which to review the copies of the original corporate documents (the "Review Period"), execute and, if upon BUYERS' review, BUYERS decides not to further pursue this transaction, and deliver to notifies in writing SELLERS or Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Depositsame, then the entire deposit of $50,000.00 shall be refunded to the BUYERS). Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereofIf however, the Initial Deposit documentation referred to above is acceptable to the buyers then they shall immediately notify the SELLERS and Escrow Agent in writing and shall cause to be deposited the final payment as more clearly set forth below. After the deposit becomes non-refundable pursuant to Buyer, except as otherwise provided for to this section of the contrary in this Agreement, but shall remain applicable any failure by the BUYERS to make final payment under the Purchase Price at Closingterms of Section 4 below will be considered to be a breach of this Agreement and the amount of $5,000.00 from the initial deposit will be forfeited to SELLERS as liquidated damages and payment for the period of time the XXXX was locked up pursuant to this Agreement by the BUYERS.

Initial Deposit. Within five two (52) Business Days following business days after the Effective Date (the “Deposit Date”), Buyer shall deposit into Escrow via wire transfer the sum of One Million Dollars THREE HUNDRED THOUSAND DOLLARS ($1,000,000.00), 300,000.00) in the form of Cash, which amount shall serve immediately available U.S. funds as an xxxxxxx money a deposit (the “Initial Deposit”)) with Escrow Agent whose address is as indicated in Section 10.3, below. In the event If Buyer fails to deliver make the Initial Deposit within such five (5) Business Day periodon or before 5:00 p.m. Pacific Time on the Deposit Date, then same shall constitute an immediate event of default under this Agreement shall terminate and Sellers shall be entitled of no further force and effect and the parties shall have no further obligations to terminate this Agreement upon one another except to the extent expressly stated otherwise herein. Unless Buyer delivers written notice to Buyer at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Seller and Escrow Agent to invest on or before 5:00 p.m. Pacific Time on the fifth (5th) day after the delivery of all of the Deliverable Due Diligence Items as set forth in Section 3.2.1 hereof (the “Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Subject to the applicable termination and default provisions contained in Due Diligence Period”) that it is terminating this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied deemed fully earned and non-refundable except as a credit towards specifically set forth herein and except if Seller fails to obtain Corporate Approval as described in Section 6.1.2 hereof on or before 5:00 p.m. Pacific Time on the payment last date of the Purchase Price; and (iii) all interest Due Diligence Period. Buyer expressly agrees that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part released by Escrow Agent to Seller upon the later of (a) the expiration of the Initial DepositDue Diligence Period, or (b) the date on which Seller notified Buyer and Escrow Agent that it has obtained Corporate Approval, unless Buyer has terminated this Agreement as provided above or Seller has failed to timely obtain Corporate Approval as described above. Notwithstanding that the foregoing is to be self-executing, Seller and Buyer shall complete, agree to promptly execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at any instructions necessary in order to cause the time of delivery release of the Initial Deposit. Upon Buyer’s timely delivery Deposit to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Seller or Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closingapplicable.

Initial Deposit. Within five one (51) Business Days business day following the Effective Date“Opening of Escrow,” as that term is defined in Section 3.1, below, Buyer shall deposit into deliver to Escrow Holder the sum of One Million Dollars ($1,000,000.00), in the form of Cash, which amount shall serve as an xxxxxxx money deposit (“Initial Deposit”). In the event Buyer fails to deliver the The Initial Deposit within such five (5) Business Day period, then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement upon written notice to Buyer deposited by Escrow Holder in an interest-bearing account at anytime prior to Buyer delivering the Initial Deposit into Escrow with the Escrow Agent. Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in Californiainstitution as Escrow Holder, designated by Seller and Buyer deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and approved by Escrow Agent. Subject to Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow instrument is redeemed prior to the Closing; (ii) its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the ClosingOpening of Escrow. Provided that Buyer has affirmatively elected to proceed beyond the “Property Approval Period,” as that term is defined in Section 4.1.2, below) pursuant to Section 4.1.4, below, then upon the expiration of the Property Approval Period, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer delivers a Termination Notice or otherwise fails to deliver Buyer’s Notice to Proceed, then this Agreement shall be automatically terminated and the Initial Deposit, together with all interest accrued thereon, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the expiration of the Property Approval Period, the Initial Deposit together with interest accrued thereon shall be: (i) applied as a credit towards the and credited toward payment of the Purchase Price; and Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) all interest returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, (B) this Agreement is terminated because of a breach by Seller, or (C) any other provision of this Agreement expressly provides that accrues on the Initial Deposit while in Escrow Agent’s control shall be deemed part Buyer is entitled to a return of the Initial Deposit. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. Upon Buyer’s timely delivery to Sellers of Buyer’s Election Not to Terminate this Agreement pursuant to Section 4.3 hereof, the Initial Deposit shall be non-refundable to Buyer, except as otherwise provided for to the contrary in this Agreement, but shall remain applicable to the Purchase Price at Closing.