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

Deposit. Within one (1) 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 The Tenant shall within seven (17) business day following days after the mutual execution issuance of the Possession Notice deposit with the Landlord the sum set out in Item 5 of the Third Schedule. The Deposit shall be held by the Landlord as security for the due performance and exchange observance by the Tenant of all and singular the several stipulations covenants and conditions on the part of the Tenant herein contained and if the Tenant shall fail to perform and observe the said stipulations covenants and conditions and has not commenced the remedy of such breach within fourteen (14) days after receipt of the Landlord’s written notice in that effect (or such shorter period as may be reasonably determined by the Landlord having regard to the extent and nature of the breach), the Landlord shall be entitled (but not obliged) to apply the Deposit or any part thereof towards payment of moneys outstanding or making good any breach by the Tenant or to deduct from the Deposit the loss or expense to the Landlord occasioned by such breach but without prejudice to any other right or remedy which the Landlord may be entitled to. If any part of the Deposit shall be applied or deducted as aforesaid, the Tenant shall within fourteen (14) days of demand by the Landlord furnish to the Landlord in cash or by way of a fresh bank guarantee an amount equivalent to the sum so applied and/or deducted from the Deposit ("Replacement Amount") Provided Always that the Tenant is to deposit with the Landlord the Replacement Amount in cash if no bank guarantee is issued for the Replacement Amount in fourteen (14) days. The Landlord shall within thirty (30) days after the Premises have been yielded up to the Landlord in accordance with the provisions of this Lease (or if the restoration works have not been completed in accordance with the provisions of this Agreement, Buyer shall deposit into Escrow (as defined belowcompletion of the restoration works) repay the amount of Seven Thousand One Hundred Forty Three Deposit to the Tenant without interest and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable subject to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated any proper deductions made pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be No part of the Deposit. In Deposit shall, without the event written consent of the consummation of Landlord, be set-off by the purchase and sale of Tenant against any Rent, Service Charge or other sums owing to the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Landlord.

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

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

Deposit. Within one (1) business day following 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 two (12) business day following days of the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into with First American Title Insurance Company (the "Title Company" or “Escrow (as defined below) Agent”), having its office at 801 Nicollet Mall, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇, the amount sum of Seven ▇▇▇ ▇▇▇▇▇▇▇ Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000.00) (the “Initial "Second Deposit”)") in good funds, in either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional First Deposit”) with the Title Company. If Buyer shall fail to deposit the Second Deposit within the time period provided for above, Seller may terminate this Agreement at any time prior to deposit of the Second Deposit, in which case this Agreement shall be null and void ab initio and in such event the Title Company shall immediately deliver to Seller all copies of this Agreement in its possession, return the First Deposit to Buyer, and together with thereafter neither party shall have any further rights or obligations to the Initial other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Second Deposit in an insuredinterest-bearing account in accordance with the terms and conditions of a deposit escrow agreement entered into among Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part collectively as the "Deposit." After the expiration of the Deposit. In the event of the consummation of the purchase and sale of the Property Inspection Period (as contemplated hereunderhereinafter defined), if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be paid wholly non-refundable to Existing Owner and credited against Buyer, except as expressly set forth otherwise herein (including but not limited to, in the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, change in Seller’s representation as set forth in Section 5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17). The Deposit shall remain at all times applicable to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

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

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

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

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

Deposit. Within one (1a) business day 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 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. (a) Within one two (12) business day following days after this Agreement is executed by Purchaser and Seller, Purchaser shall deposit into escrow at the mutual Title Company via wire transfer the sum of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Deposit”) and the parties shall execute and cause the Title Company to record a short form memorandum of this Agreement in the public records in the County of Alameda, as described in Section 33 hereof. At such time as Seller delivers evidence reasonably satisfactory to Purchaser that Seller has conveyed the Land and assigned this Agreement to a single purpose entity wholly owned by Seller and with an independent director, Purchaser shall deposit into escrow at the Title Company via wire transfer sufficient funds to increase the Deposit to Three Million Four Hundred Sixty-Eight Thousand Nine Hundred Seventy-Nine Dollars ($3,468,979). In consideration for Seller’s execution and exchange of this Agreement, Buyer the Deposit shall deposit be non-refundable as of the date deposited into Escrow by Purchaser, except as otherwise provided herein, and the Deposit and all interest earned thereon shall be credited against the Purchase Price upon the Closing. If Purchaser terminates this Agreement for any reason other than a material default by Seller or pursuant to Sections 5(a), 6(b), 8(a), 8(d) or 10, below, or if Purchaser otherwise materially breaches this Agreement, prior to the commencement of construction of the Improvements, then after expiration of applicable notice and cure periods, Seller may retain the Deposit and if Purchaser has not already done so, terminate this Agreement. If Purchaser terminates this Agreement for any reason other than a material default by Seller or if Purchaser otherwise materially breaches this Agreement, after the commencement of construction of the Improvements but prior to Substantial Completion of the Improvements, Seller may retain the Deposit and Purchaser shall reimburse Seller for all other costs in excess of the Deposit incurred by Seller as of the date of termination. Additionally, Seller may elect, at its sole discretion, upon delivery of thirty (30) days notice to Purchaser, to cause completion of the construction of the Improvements and recover from Purchaser an amount equal to Seller’s Total Development Costs (as defined below) less the amount sum of Seven Thousand One Hundred Forty Three (i) the Deposit and No/100 Dollars any additional costs reimbursed by Purchaser and ($7,143.00ii) (the “Initial Deposit”)reasonable net sale or lease proceeds, if any, received by Seller upon a sale or lease of the Property to a third party in a good faith arms’ length transaction. If Seller elects to complete construction of the Improvements, Seller will use good faith efforts to mitigate the Total Development Costs by using reasonable good faith efforts to market the Property for sale or lease to a third party upon completion of construction in a market rate transaction. Such reasonable good faith efforts may include making changes to the Improvements, in Seller’s reasonable discretion, to make the form of a wire transfer payable Property more marketable 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 potential purchasers 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 Depositlessees. In the event of the consummation of the purchase and sale of Seller sells the Property as contemplated hereunder, to a third party purchaser for an amount greater than the Total Development Costs less 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).and

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

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

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

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer 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) (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 United States dollars and in immediately available funds, to the provisions hereof prior theretoCompany, no later than three (3) business days after to such interest-bearing account as 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”)Company may designate. Escrow Holder shall deposit the Deposit in a non-commingled trust account and The Company shall invest the Deposit in an insured, interest bearing a commercial 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 shall promptly provide the Purchaser with confirmation of the Depositinvestments made. In The Company shall not commingle the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Deposit with any other funds. All interest accruing on the Deposit shall be deemed to be for the account of the Purchaser, and paid to Existing Owner and credited against the Purchaser upon Closing. Upon Closing, the Parties shall consider the Deposit as a credit reducing the amount of the Purchase Price on otherwise owing to the Closing DateCompany pursuant to Section 2.1 hereof. In Upon the event occurrence of any Termination Event or any other failure to consummate the sale Contemplated Transactions, other than as a result of a Breach by Purchaser of this Agreement and/or a Breach by the Parent of the Property Guarantee as a result of which this Agreement is not consummated because of (aterminated by the Company pursuant to Section 10.1(a) a Seller defaulthereof, (b) the Deposit, together with accrued interest thereon, and all Prior Payments, without interest, shall be returned to the Purchaser no later than the tenth Business Day following the termination of this Agreement Agreement, by Buyer wire transfer of immediately available funds to such account as the Purchaser may designate. If the Company fails to pay the Deposit, together with accrued interest thereon, and all Prior Payments, without interest, when due in accordance with any right this Section 2.2(a), the Company shall pay to so terminate provided herein, the Purchaser interest on such overdue amount (cfor the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Purchaser in full) at a rate per annum equal to six percent (6%). Upon the failure occurrence of any of Buyer’s Closing Conditions (as defined below) to occur Termination Event or (d) any other reason failure to consummate the Contemplated Transactions as a result of a Breach by Purchaser of this Agreement and/or a material inaccuracy in or breach of, or any failure to perform or comply with a representation, warranty, covenant, obligation or other than a default provision of the Guarantee by Buyerthe Parent, then the Deposit Deposit, together with accrued interest thereon, and all Prior Payments, without interest, shall be immediately and automatically paid over to Buyer without retained by the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Company.

Deposit. Within one (1a) business day following The Purchaser shall deliver to the mutual Vendor’s solicitors concurrently with the execution and exchange of this Agreement, Buyer shall Agreement 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 $10 million ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder Such Deposit shall be held in an interest bearing account with a Schedule I Canadian chartered bank or invested in certificates of deposit issued by such bank with maturity dates not exceeding seven days prior to the Closing Date. The Purchaser may, at its option, satisfy the payment of the Deposit in a non-commingled trust account by delivering to the Vendor an irrevocable letter of credit issued and shall invest addressed 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 Vendor equal to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the amount of the Deposit. In Such letter of credit shall be on terms satisfactory to the event Purchaser and the Vendor, acting reasonably, and shall provide that it may be drawn upon by the presentation of a certificate executed by an officer of the consummation Vendor and a certificate executed by an officer of the purchase and sale Purchaser stating that the Vendor is entitled to draw on the letter of credit pursuant to the terms of this Agreement. If either certificate is not provided, then the Vendor may direct the issuer of the Property as contemplated hereunderletter of credit to pay the monies into court. At Closing, and in the absence of a letter of credit, the Deposit plus all accrued interest on the Deposit shall be paid to Existing Owner and credited against applied in satisfaction of an equivalent amount of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Price. (b) If the termination Closing does not occur because of this Agreement the non-fulfilment of the condition precedent set out in Section 10.1, and the Vendor is in material compliance with its obligations under Section 11.4, the full amount of the Deposit plus all accrued interest net of any withholding tax, shall become the property of and be retained by Buyer in accordance with any right to so terminate provided herein, the Vendor. (c) If the failure Closing does not occur for any reason other than as set out in Section 3.2(b), the full amount of any the Deposit plus all accrued interest shall be returned forthwith by the Vendor or its solicitors to the Purchaser or the Vendor shall authorize the release of Buyer’s Closing Conditions (as defined below) the letter of credit equal to occur or the amount of the Deposit. (d) Except where the Deposit and accrued interest on the Deposit is paid to the Vendor pursuant to Section 3.2(b), any other reason other than a default by Buyer, then accrued interest on the Deposit shall belong to the Purchaser and be immediately and automatically paid over to Buyer without the need included in its income 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)tax purposes.

Deposit. Within one (1) business day following The Company, simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer is delivering to the Escrow Agent, irrevocably except as provided in Section 7 hereof, to be held by the Escrow Agent hereunder certificates, registered in the name of the Escrow Agent or its agent or nominee, representing 2,254,902 shares of NutraMax Common Stock. The Company and MIS represent and warrant that MIS has good and lawful title to such shares, that such shares are fully paid and non-assessable, and that such shares are delivered free and clear of any liens, claims, charges and encumbrances. The Escrow Agent hereby acknowledges receipt of such certificates for 2,254,902 shares of NutraMax Common Shares and further acknowledges that it holds and will hold the NutraMax Common Stock and the proceeds thereof pursuant to and in accordance with the terms hereof and of the Indenture. The Company and the Escrow Agent recognize that the holders of the Debentures have an interest in the powers conferred on the Escrow Agent under this Agreement, and, except as provided in Section 8 hereof, such powers may not be revoked, amended or modified without the consent of the holders of at least a majority in principal amount of the Debentures at the time outstanding; provided that no revocation, amendment or modification shall deposit into Escrow affect adversely the right to exchange any Debentures for NutraMax Common Shares and other Escrowed Property (as defined below) at the amount then effective Exchange Rate and upon the terms set forth in Article Eleven of Seven Thousand One Hundred Forty Three the Indebenture or reduce the aforesaid percentage of Debenture the holders of which are required to consent to any revocation, amendment or modification, without the consent of all the holders of all Debentures then outstanding. The shares of NutraMax Common Stock received by the Escrow Agent and No/100 Dollars ($7,143.00) (retained for the “Initial Deposit”)benefit of the holders of the Debentures, in together with such other securities, cash and other property as may be held by the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant for delivery to the provisions hereof prior thereto, no later than three (3) business days after Escrow Agent or delivered to 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 Agent in accordance with any right the Agreement and the Indenture, are herein sometimes referred to so terminate provided herein, (c) as the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)"Escrowed Property."

Deposit. Within one (1) business day following after the mutual Effective Date, Purchaser shall deliver to Escrow Agent (i) a wire transfer or check in the sum of Fifty Dollars ($50.00) payable to the order of Seller representing the independent consideration for Seller’s execution and exchange of this AgreementAgreement 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), Buyer shall deposit into Escrow (as defined belowii) a wire transfer or check in the amount of Seven Thousand One Hundred Forty Three the Initial Deposit, the proceeds of which wire transfer or check Escrow Agent shall deposit and No/100 Dollars invest in an interest bearing account at a financial institution acceptable to Purchaser or as otherwise agreed to in writing by Seller and Purchaser and ($7,143.00iii) an ▇▇▇▇▇▇▇ money promissory note in the original principal amount of the Additional Deposit, in form and substance satisfactory to Seller (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder▇▇▇▇▇▇▇ Money Note”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after On or before the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder additional cash Agent by wire transfer the Additional Deposit and the ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. If Purchaser does not deliver the Additional Deposit to Escrow Agent on or other immediately available funds in before the amount expiration of One Hundred Thousand the Study Period, this Agreement shall terminate and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe ▇▇▇▇▇▇▇ Money Note shall be delivered to Seller. The Initial Deposit, the obligations evidenced by the ▇▇▇▇▇▇▇ Money Note and the Additional Deposit (when same are deposited by Purchaser with Escrow Agent) are collectively and individually referred to herein as the “Deposit”. Notwithstanding anything in this Agreement to the contrary, the Deposit shall be non-refundable to Purchaser for any reason other than pursuant to Sections 5.2(d), 8.1, 8.2 and 9.1 of this Agreement. 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 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 either (a) applied at the Closing against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultPrice, (b) the termination of this Agreement by Buyer in accordance with any right returned to so terminate provided hereinPurchaser pursuant hereto, or (c) the failure of any of Buyer’s Closing Conditions (as defined below) paid to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party Seller pursuant hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (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 the mutual Upon execution and exchange of this AgreementSublease, Buyer Sublessee shall deposit into Escrow (as defined below) supply Sublessor with a letter of credit in a form and from an institution reasonably acceptable to Sublessor in the amount equal to six (6) months of Seven Thousand One Hundred Forty Three base rental payments to be held for the duration of the Sublease Term. Provided, however, that if Sublessee is not in default at the end of the eighteenth (18th) month and No/100 Dollars the Sublessor's net worth at the eighteenth ($7,143.0018) month is equal to or better than its net worth at the Sublease execution date, said letter of credit shall be reduced by one-half. The letter of credit provided herein shall be considered as partial security for the payment and performance by, Sublessee of all of Sublessee's obligations, covenants, conditions and agreement under this Sublease. Whenever Sublessee shall be in default for thirty (30) days or more, Sublessor shall be entitled to the “Initial Deposit”)proceeds from the letter of credit and to demand a new letter of credit be put into place. For purposes of this Sublease, net worth shall mean all amounts in respect of the form Sublessee's capital stock, plus the amounts of additional paid in capital, retained earnings and other items designated as part of the Sublessee's stockholders' equity all of which would appear as such on a wire transfer payable to Chicago Title Insurance Company consolidated balance sheet of the Sublessee, less the amounts of goodwill or other intangible assets of the Sublessor, all as of such date prepared in accordance with UN Generally Accepted Accounting Principles (“Escrow Holder”GAAP). Unless this Agreement The Sublessee shall have been terminated pursuant furnish to the provisions hereof prior theretoSublessor, no later than three the following financial statements, reports, June 1, 1997 And information as of the sublease execution date and at the eighteenth (318) business month: (a) promptly when available and in any event within 30 days after the expiration execution date and the end of the “Due Diligence Period” eighteenth (as hereinafter defined)18) month, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part unaudited consolidated balance sheet of the Deposit. In Sublessee and its consolidated subsidiaries certified as to fairness and accuracy of presentation and compliance and consistency with GAAP by the event chief accounting or financial officer of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Sublessee. (b) Simultaneously with the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” shall also be deemed financial statements referred to include in a) above, a return certificate of the “Deposit” under chief accounting or financial officer of the “Other Property Purchase Agreements” (as defined herein)Sublessee setting forth in reasonable detail whether the Sublessee was in compliance with the Net Worth requirement on the date of such financial statements and certifying that no default exists on the date of delivery of such certificate.

Deposit. (a) Within one three (13) business day following Business Days of the mutual execution and exchange date of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the pay a cash amount of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00USD 30,000,000) (as security for the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless Purchaser’s obligations under this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)) to the Vendor. If an Escrow Holder shall deposit Agreement has been duly executed by the parties thereto and the Escrow Account has been opened prior to the date on which the Deposit is required to be paid, then the Purchaser may elect to instead pay such Deposit to the Escrow Agent and, in a non-commingled trust account and each case the Purchaser shall invest provide evidence to the Vendor of such payment once made. (b) To the extent that the Deposit has been actually paid to the Vendor or released from the Escrow Account to the Vendor, the Deposit will, upon Initial Transfer and, if applicable, any Deferred Transfer, be applied in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part satisfaction of the Deposit. In the event Purchaser’s obligation to pay or procure payment of the consummation of Adjusted Initial Transfer Amount as set forth in Clause 3.3 (Payment at Initial Transfer) and, if applicable, the purchase and sale of Adjusted Deferred Transfer Amount as set forth in Clause 3.4 (Payment at Deferred Transfer)). (c) To the Property as contemplated hereunderextent not previously applied in accordance with Clause 3.2(b), the Deposit shall be paid released from the Escrow Account: (i) to Existing Owner the Purchaser if the Initial Transfer fails to occur for any reason other than due to a default by the Purchaser of its obligations and credited against (ii) to the Purchase Price on Vendor if the Closing DateVendor terminates this Agreement due to a default by the Purchaser of its obligations. In The Deposit will otherwise be released from the event Escrow Account to the sale of Vendor. (d) If the Property Deposit is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer paid in accordance with Clause 3.2(a) pursuant to this Agreement or any right deposit under the Other Agreement is not paid when required under the Other Agreement, the Vendor may terminate this Agreement and the Other Agreement by written notice to the Purchaser. If the Vendor so terminate provided hereinnotifies the Purchaser each party’s further rights and obligations cease immediately on termination other than this Clause 3.2(d) and the Surviving Provisions. Following such termination the Purchaser will, on written demand, reimburse the Vendor and the Vendor Guarantor for the actual cost of their external advisors incurred in connection herewith up to an aggregate cap of One Million Five Hundred Thousand Dollars (cUSD 1,500,000). (e) Each of the failure of Vendor and the Purchaser shall instruct the Escrow Agent (including by executing and delivering any of Buyer’s Closing Conditions (as defined belownotices required under the Escrow Agreement) to occur or (d) any other reason other than a default by Buyer, then release all amounts standing to the Deposit shall be immediately credit of the Escrow Account at the times and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit person as and when required hereunder shall be for Seller to terminate this Agreement. All references set forth in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Clause 3.2.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange of this Agreement, Agreement Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a has deposited by wire transfer payable to Chicago Title Insurance Company in same day funds with the Escrow Agent the sum of $45,000,000 (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretosuch sum, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued earned thereon, the “Deposit”). The Deposit will be held by the Escrow Holder Agent pursuant to the terms of this Section 3.2 and a mutually agreeable escrow agreement among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”). If Closing occurs, the Parties shall deposit jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit in a non-commingled trust account to Seller and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against applied toward the Purchase Price on Price. (a) If (i) all conditions precedent to the Closing Date. In obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the event the sale of the Property is transactions contemplated by this Agreement are not consummated because of of: (a) a Seller default, (bA) the termination failure of this Agreement by Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects as of the date of this Agreement and the Closing, then, in such event, Seller shall have the option to: (1) terminate this Agreement and have Range, on behalf of Seller, receive the Deposit as defined below) to occur liquidated damages, or (d2) seek the specific performance of Buyer. If the Seller elects to have Range receive the Deposit on behalf of Seller pursuant to this Section 3.2(a), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit to Range on behalf of Seller. (b) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(a), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” , free of any claims by, through or under Seller or any Affiliate thereof. Buyer and Seller shall also be deemed thereupon have the rights and obligations set forth in Section 14.2. If Buyer is entitled to include a return receive the Deposit pursuant to this Section 3.2(b), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the “Deposit” under Escrow Agreement to release the “Other Property Purchase Agreements” (as defined herein)Deposit to Buyer.

Deposit. Within one (1) business day following 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 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 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 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 the expiration execution of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) with Escrow Agent as the e▇▇▇▇▇▇ money deposit (the “Additional "Initial E▇▇▇▇▇▇ Money Deposit”"). Upon the expiration of the Inspection Period, in the event Purchaser does not terminate this Agreement pursuant to the terms hereof, the E▇▇▇▇▇▇ Money shall become non-refundable and shall not be returnable to the Purchaser under any circumstances except as otherwise expressly provided in this Agreement, including, without limitation, Section 12.1 below in the event of a default by Seller which remains uncured after applicable notice and cure periods. If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the E▇▇▇▇▇▇ Money shall be immediately paid over and refunded to Purchaser in accordance with the terms and conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, the form of which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein. Escrow Agent shall promptly invest the E▇▇▇▇▇▇ Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and together with the Initial Deposit interest 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 income earned thereon shall be credited accrue to Buyer’s account and deemed to be become part of the DepositE▇▇▇▇▇▇ Money. In Purchaser shall pay any of Escrow Agent's fees and banking charges for serving as escrow agent, if any. At and in the event of Closing, Escrow Agent shall tender the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid E▇▇▇▇▇▇ Money to Existing Owner and credited against the Purchase Price Seller on the Closing Date. In Date and the event the sale E▇▇▇▇▇▇ Money so delivered to Seller shall be applied and credited in reduction of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one No later than five (15) business day Business Days following the mutual execution and exchange date of this Agreement, Buyer shall deposit into Escrow (as defined below) in immediately available funds the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 107,500,000 (the “Initial Deposit”) with U.S. Bank N.A. or another mutually agreed escrow agent on the date hereof (the “Escrow Agent”) pursuant to an escrow agreement (the “Deposit Escrow Agreement”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement which shall have been terminated pursuant executed and delivered by Buyer, the Seller and the Escrow Agent within five (5) Business Days from the execution of this Agreement and shall govern the Deposit. All investments of the Deposit shall be subject to the provisions hereof prior theretoapproval of each of Buyer and Seller, each acting reasonably. The Escrow Agent shall hold the Deposit in escrow in the Escrow Account and shall hold or apply such proceeds in accordance with this Section 2.05(b) and the terms of the Escrow Agreement, which has incorporated the applicable terms of this Section 2.05(b). At the Closing, Buyer shall direct the Escrow Agent to release the Deposit to Seller as partial payment of the Estimated Purchase Price. If for any reason the Closing does not occur and this Agreement is terminated and (without limiting the obligations of each of Buyer and Seller under this Agreement in respect of the Deposit, including Section 8.02(b)) either Buyer or Seller makes a written demand upon the Escrow Agent for the payment of the Deposit in accordance with Section 8.02(b), the Escrow Agent shall, no later than three the next Business Day after receipt of such written demand, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (35) business days Business Days after the expiration giving of such notice, the Escrow Agent shall be authorized to make such payment pursuant to the written demand. If the Escrow Agent does receive such written objection within such five (5) Business Day period or if for any other reason the Escrow Agent, in good faith, elects not to make such payment, the Escrow Agent shall continue to hold such Deposit until otherwise directed by joint written instructions from the Buyer and Seller or a final judgment of a court of competent jurisdiction for the release of such Deposit in accordance with Section 8.02(b). All interest earned on the Deposit while held by the Escrow Agent shall be paid to Buyer, except that if the Closing occurs and Buyer uses any interest amounts in the Escrow Account to fund any part of the “Due Diligence Period” (as hereinafter defined)Estimated Purchase Price, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds receive a credit against the Estimated Purchase Price for such interest. Buyer shall bear 100% of the fees and expenses incurred in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together connection 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 DepositAccount. 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 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 hereinSection 2.05(b).

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 Effective Date of this Agreement, Purchaser will open an escrow (the “Due Diligence PeriodEscrow”) with Lawyer’s Title Company (the “Title Company”) having its office at the location specified in Section 15.7 below, by concurrently delivering to Title Company a fully executed original of this Agreement and depositing into Escrow the sum of One Million and no/100 dollars $1,000,000.00 (the “Initial Deposit”) in good funds either by certified bank or cashier’s check or by federal wire transfer. If Purchaser delivers the “Property Approval Notice” (as hereinafter defineddefined in Section 3.4), Buyer shall then within three (3) business days after Purchaser’s delivery of the Property Approval Notice, Purchaser will deposit with Escrow Holder an additional cash or other immediately available funds in the amount of One Million Five Hundred Thousand and No/100 Dollars no/100 dollars ($100,0001,500,000.00) (the “Additional Deposit”) with the Title Company. If Purchaser does not terminate this Agreement pursuant to Section 3.4, but fails to deliver the Additional Deposit on or before the date that is one (1)) business day after Purchaser’s delivery of the Property Approval Notice and together with such failure continues for one (1) business day after Seller delivers notice of such failure to Purchaser, then Seller will have the right to terminate this Agreement, in which event the Initial Deposit shall be returned to Purchaser and neither party shall have any rights or obligations under this Agreement (except for those provisions which expressly survive the termination of this Agreement). The Initial Deposit and, if made, the Additional Deposit together with all interest accrued earned thereon, will be referred to herein as the “Deposit”). Escrow Holder .” The Title Company shall deposit the Deposit in a non-commingled trust account and shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms, and conditions of this Agreement with interest accruing thereon shall to be credited to Buyer’s account and deemed to be part of the DepositPurchase Price upon the “Closing” (as defined in Section 9.1 below). In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, All interest accrued on the Deposit shall be paid to Existing Owner deemed income of Purchaser; and credited against Purchaser shall be responsible for the Purchase Price payment of all costs and fees imposed on the Deposit account. Notwithstanding anything stated to the contrary in this Agreement, Seller shall be entitled to receive the Deposit only if the Closing Date. In the event the sale of occurs or Purchaser fails to purchase the Property when it is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right obligated to do 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 under this Agreement. All references in , but the foregoing will not limit Seller’s express rights and remedies under 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)Agreement.

Deposit. (a) Within one two (12) business day following Business Days of the mutual execution and exchange date hereof, time being of this Agreementthe essence, Buyer shall deposit into deliver to the Escrow (as defined below) Agent the amount sum of Seven Thousand One Hundred Forty Three Five Million and No/100 Dollars ($7,143.005,000,000) in cash (the “Initial "Deposit”"), in it being understood that Buyer shall wire 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 Escrow Agent in accordance with the wire instructions set forth in Schedule G. (b) The provisions hereof prior thereto, no later than three of this Article XIII shall survive termination of this Agreement. (3c) business days after the expiration Upon receipt by Escrow Agent of the “Due Diligence Period” (as hereinafter defined)Deposit, Buyer Escrow Agent shall deposit with Escrow Holder additional cash cause the same to be deposited into an interest bearing account at a clearing house bank or other immediately available funds in institution selected by Escrow Agent and reasonably approved by Sellers and Buyer, it being agreed that Escrow Agent shall not be liable for (x) any loss of such investment (unless due to Escrow Agent's gross negligence, willful misconduct or breach of this Agreement) or (y) any failure to attain a favorable rate of return on such investment. Escrow Agent shall deliver the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and the interest accrued thereon, to Sellers or to Buyer, as the case may be, under the following conditions: (i) The Deposit (together with the Initial Deposit and all interest accrued thereon, ) shall be delivered to Sellers at the “Deposit”). Closing upon receipt by Escrow Holder shall deposit Agent of a statement executed by Sellers and Buyer authorizing the Deposit and the interest accrued thereon to be released, in a non-commingled trust account and shall invest which case the Deposit shall be credited against the Purchase Price; (ii) The Deposit (together with all interest accrued thereon) shall be delivered to Sellers following receipt by Escrow Agent of written demand therefor from Sellers stating that (A) Buyer has defaulted in an insuredthe performance of its obligations pursuant to Section 12.04(b) and (B) Sellers have not defaulted in the performance of their obligations and failed to cure such default prior to the expiration of any applicable notice and/or cure period(s), provided Buyer shall not have given written notice of objection in accordance with the provisions set forth below (it being understood that Sellers shall have the right to terminate this Agreement and, as its sole and exclusive remedy, subject to its specific performance remedies provided in Section 14.09, to receive the Deposit as liquidated damages to receive the Deposit as liquidated damages); (iii) The Deposit (together with all interest bearing money market accountsaccrued thereon) shall be delivered to Buyer following receipt by Escrow Agent of written demand therefor from Buyer stating that this Agreement was terminated under circumstances entitling Buyer to the return of the Deposit, certificates and specifying the Section of depositthis Agreement which entitles Buyer to the return of the Deposit, United States Treasury Bills in each case provided Sellers shall not have given written notice of objection in accordance with the provisions set forth below; or (iv) The Deposit (together with all interest accrued thereon) shall be delivered to Buyer or such other instruments Sellers as directed by Buyer joint written instructions of Sellers and reasonably acceptable Buyer. (d) Upon the delivery of a written demand for the Deposit by Sellers or Buyer, pursuant to Existing Owner and interest thereon Section 13.01(c)(ii) or (iii) above, Escrow Agent shall be credited promptly give notice thereof (including a copy of such demand) to Buyer’s account and deemed the other Party. The other Party shall have the right to be part object to the delivery of the Deposit, by giving written notice of such objection to Escrow Agent at any time within five (5) Business Days after such Party's receipt of notice from Escrow Agent, but not thereafter. Such notice shall set forth the basis (in reasonable detail) for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the Party who filed the written demand. If Escrow Agent shall have timely received such notice of objection, Escrow Agent shall continue to hold the Deposit, and the interest accrued thereon, until (i) Escrow Agent receives written notice from Sellers and Buyer directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit, and the interest accrued thereon, in accordance with said direction, or (ii) litigation is commenced between Sellers and Buyer, in which case Escrow Agent shall deposit the Deposit, and the interest accrued thereon, with the clerk of the court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may elect, at Escrow Agent's option, in order to terminate Escrow Agent's duties hereunder, including but not limited to depositing the Deposit (together with all interest accrued thereon) in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Sellers or Buyer is the losing Party in such interpleader action. (e) Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Sellers or Buyer, as the case may be, and shall not be liable in connection with the performance of any duties imposed upon Escrow Agent by the provisions of this Agreement, except for Escrow Agent's own gross negligence or willful misconduct. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Sellers and Buyer, and, if Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. Escrow Agent shall be reimbursed by Sellers and Buyer for any expenses (including reasonable legal fees and disbursements of outside counsel), including all of Escrow Agent's fees and expenses with respect to any interpleader action incurred in connection with this Agreement; provided, however, that, as between Buyer and Sellers, the prevailing Party in any dispute over the Deposit shall be entitled to reimbursement by the losing Party of any such expenses paid to Escrow Agent. In the event that Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Buyer or Sellers that, in Escrow Agent's opinion, are in conflict with any of the consummation provisions hereof, Escrow Agent shall be entitled to hold and apply the Deposit (together with all interest accrued thereon) and may decline to take any other action. After delivery of the purchase Deposit, and sale the interest accrued thereon, in accordance herewith, Escrow Agent shall have no further liability or obligation of any kind whatsoever. (f) Escrow Agent shall have the right at any time to resign upon ten (10) Business Days prior notice to Sellers and Buyer. Sellers and Buyer shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the Property name and address of such successor Escrow Agent within ten (10) Business Days after receipt of notice of Escrow Agent of its intent to resign. If Escrow Agent has not received notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Sellers and Buyer a bank or trust company licensed to do business in the State of Florida and having a branch located in Florida to act as contemplated successor Escrow Agent hereunder. At any time after the ten (10) Business Day period, Escrow Agent shall have the right to deliver the Deposit, and the interest accrued thereon, to any successor Escrow Agent selected hereunder, provided such successor Escrow Agent shall execute and deliver to Sellers and Buyer an assumption agreement whereby it assumes all of Escrow Agent's obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Agent for all purposes hereunder and shall have all of the rights and obligations of the Escrow Agent hereunder, and the resigning Escrow Agent shall have no further responsibilities or obligations hereunder. (g) The interest earned on the Deposit shall be paid to Existing Owner and credited the Party entitled to receive the Deposit as provided in this Agreement. The Party receiving such interest shall pay any income Taxes thereon, unless Sellers receive such interest as a credit against the Purchase Price on Price, in which event Buyer shall pay such income Taxes. Promptly after the Closing Effective Date, Sellers and Buyer shall each provide Escrow Agent with a duly executed IRS Form W-9. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination The provisions of this Agreement Section 13.01(g) shall survive the Closing. (h) All monies payable by Buyer under this Agreement, unless otherwise specified in accordance with any right to so terminate provided hereinthis Agreement, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer causing such monies to make be wire transferred in immediately available federal funds at such bank account or accounts designated by Sellers, and divided into such amounts designated by Sellers as may be required to consummate the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate transactions contemplated by 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 As security for the mutual payment of the Liquidated Damages Amount, upon the execution and exchange of this Agreement, Buyer the Surviving Partnership shall deposit into Escrow (as defined below) with the amount Disbursing Agent in escrow the sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 200,000 (the “Initial "Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”"). Unless If the Surviving Partnership shall become obligated to pay to the Merged Partnership the Liquidated Damages Amount, the Merged Partnership shall have the right to be paid the Deposit on account of the Liquidated Damages Amount. If Closing is completed hereunder or if this Agreement is terminated as provided in Section 7.1 hereof, the Disbursing Agent shall have been terminated refund the Deposit to the Surviving Partnership. (b) Notwithstanding anything contained in this Section 9.16, if either party terminates this Agreement as a result of the other's default or pursuant to the provisions hereof prior theretoexercise of any right of termination conferred by this Agreement, no later than three Disbursing Agent shall not disburse the Deposit until the earlier to occur of (3i) business days after receipt by Disbursing Agent of written instructions from the expiration Merged Partnership and the Surviving Partnership or (ii) entry of a final and unappealable adjudication determining which party is entitled to receive the “Due Diligence Period” Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. Except to the extent of any dispute between them, the Merged Partnership and the Surviving Partnership agree to act in good faith to provide the Disbursing Agent with the instructions described in (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds i) above in the amount of One Hundred Thousand and No/100 Dollars event that the Agreement is terminated. ($100,000c) (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 a dispute between the consummation Surviving Partnership and the Merged Partnership with respect to the Deposit, the Disbursing Agent may deposit the Deposit with a court of proper jurisdiction and commence an interpleader action. Upon notifying the Merged Partnership and the Surviving Partnership of the purchase commencement of such action, Disbursing Agent shall be released from all liability with rDisbursing Agent out of escrow. Disbursing Agent shall not be liable to either the Merged Partnership or the Surviving Partnership, other than for performance of its duties under this Agreement or his gross negligence or intentional wrongdoing. Disbursing Agent may rely upon the genuineness or authenticity of any document tendered to it by either the Merged Partnership or the Surviving Partnership, and sale shall be under no duty of independent inquiry with respect to any acts or circumstances recited in such document. The Merged Partnership and the Property as contemplated hereunderSurviving Partnership shall indemnify, defend and hold harmless Disbursing Agent from and against all cost, claims or liabilities arising from the performance by Disbursing Agent of his obligations under this Agreement, other than for his failure to comply herewith, gross negligence or intentional wrongdoing. (d) As used in this Section 9.16, the term "Deposit" shall refer to the amount set forth at Section 9.16(a), together with all interest thereon. The Deposit shall be paid held by the Disbursing Agent in one or more federally-insured money market accounts acceptable to Existing Owner both the Merged Partnership and credited against the Purchase Price on Surviving Partnership, or in short-term United States government obligations having a maturity date which is acceptable to the Closing DateGeneral Partner and the Surviving Partnership or in one or more interest- bearing deposit accounts of a bank or other financial institution acceptable to the General Partner and the Surviving Partnership. In The Merged Partnership's taxpayer identification number is 23-2440470; the event Surv▇▇▇▇▇ ▇▇▇▇nership's taxpayer identification number is 16-1455130. (e) ▇▇▇▇▇▇▇▇ Disbursing Agent is counsel for the sale of Merged Partnership, the Property is Disbursing Agent shall not consummated because of (a) a Seller default, (b) the termination be disqualified or prohibited from representing Merged Partnership in connection with any matter arising out of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure reason of any of Buyer’s Closing Conditions (its capacity 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)Disbursing Agent.

Deposit. Within one three (13) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Two Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American 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 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 Fifty Thousand and No/100 Dollars ($100,000550,000) (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, or (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 Buyeroccur, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

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

Deposit. Within one (1) business day following 30 As security for the mutual execution and exchange correct fulfilment of this Agreement, Buyer Agreement the Buyers shall lodge a deposit into Escrow of USD 500,000 (as defined below) the amount of Seven Thousand One United States Dollars Five Hundred Forty Three and No/100 Dollars ($7,143.00Thousands only) (the “Initial Deposit”), ) in an Non-interest 31 bearing account for the form of a wire transfer payable to Chicago Title Insurance Company Parties with the Deposit Holder within three (“Escrow Holder”). Unless 3) Banking Days after the date that: 32 (i) this Agreement shall have has been terminated pursuant signed by the Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) the Deposit Holder has confirmed in writing to the provisions hereof Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 38 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement to the Sellers shall be lodged with the Deposit Holder under Escrow Agreement, at least two (2) Banking days prior theretoto the Vessel’s expected delivery date and shall instruct the Deposit Holder to confirm to the Sellers receipt of funds. On delivery of the Vessel, no but not later than three (3) business days Banking Days after the expiration date that Notice of 42 Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 43 (i) the Deposit and the balance of the “Due Diligence Period” Purchase Price and all other sums payable shall be released to the Sellers; (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000i) (the “Additional Deposit”, and together with the Initial The Deposit and the Balance of the Purchase Price and all interest accrued thereonother sums payable, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited released to Buyer’s the Sellers account within two(2) banking days, after the "Protocol of Delivery and deemed to be part Acceptance" have been signed by both Sellers and Buyers On delivery of the DepositVessel. In 44 (ii) the event balance of the consummation of Purchase Price and all other sums payable on delivery by the purchase and sale of Buyers 45 to the Property as contemplated hereunder, the Deposit Sellers under this Agreement shall be paid in full free of bank charges to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).46

Deposit. Within one (1) business day following 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 the mutual execution and exchange of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Thousand and No/100 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder (as hereinafter defined) simultaneously with the “Additional Deposit”receipt by Purchaser of a fully executed copy of this Agreement, and together shall cause an additional One Hundred Thousand and 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder on the Out Date (as hereinafter defined) unless Purchaser shall elect, pursuant to Section 3.5 below, on or before the Out Date, not to proceed with the Initial Deposit purchase of the Property, and such amounts (collectively with all interest accrued thereon, the “Deposit”), shall be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non- terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one three (13) business day following days after the mutual execution Effective Date, Purchaser shall deliver to First American Title Insurance Company (the “Escrow Agent”), as escrow agent, the sum of Fifty Thousand and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 00/100 Dollars ($7,143.0050,000.00) (the “Initial Deposit”), which shall be held in escrow by the form Escrow Agent in accordance with the terms of a wire transfer payable to Chicago Title Insurance Company this Agreement. The Initial Deposit, together with any Additional Deposit (as hereinafter defined) and the Due Diligence Extension Deposit, if any (as hereinafter defined) shall constitute the “Deposit”, which shall be held in escrow by the Escrow Holder”)Agent in accordance with the terms of this Agreement. Unless The Deposit shall be deposited by the Escrow Agent in non-interest bearing deposit account. If Purchaser does not terminate this Agreement shall have been terminated pursuant prior to the provisions hereof prior theretoend of the Due Diligence Period, no later than within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)thereafter, Buyer Purchaser shall deposit with Escrow Holder the additional cash or other immediately available funds in the amount sum of One Hundred Fifty Thousand and No/100 00/100 Dollars ($100,00050,000.00) by wire transfer to the Escrow Agent (the “Additional Deposit”). The parties hereto expressly agree that if the parties give the Escrow Agent contradictory instructions, the Escrow Agent shall have the right at its election to file an action in interpleader requiring the parties to answer and together litigate their several claims and rights among themselves and the Escrow Agent is authorized to deposit with the Initial Deposit clerk of the court all documents and all interest accrued thereonfunds held pursuant to this Agreement. If such action is filed, the “Deposit”). parties agree to pay the Escrow Holder shall deposit Agent’s cancellation charges and costs, expenses and reasonable attorneys’ fees which the Deposit Escrow Agent is required to expend or incur in a non-commingled trust account and shall invest the Deposit in an insuredinterpleader action, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed the amount thereof to be part fixed and judgment therefor to be rendered by the court. Upon the filing of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereundersuch an action, the Deposit Escrow Agent shall thereupon be paid fully released and discharged from all obligations to Existing Owner and credited against further perform any duties or obligations otherwise imposed by the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination terms of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then instructions given to the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Escrow Agent hereunder.

Deposit. Within one five (15) business day following Business Days after the mutual execution date that this Agreement has been executed and exchange delivered by each of this Agreementthe Purchaser and each Seller, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a by wire transfer payable to Chicago Title Insurance Company (“with Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Agent (as hereinafter defined), Buyer shall ) an ▇▇▇▇▇▇▇ money deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Fifteen Million Dollars ($100,00015,000,000) (as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonsame may be increased pursuant to Section 7.1, the “Deposit”). Escrow Holder shall deposit Time is of the essence for the delivery of the Deposit in under this Agreement and the failure of the Purchaser to timely deliver the entire Deposit shall be a non-commingled trust account material default, and shall invest entitle the Sellers, at the Sellers’ sole option, to terminate this Agreement immediately and to pursue the Purchaser for damages in an amount equal to the Deposit, which amount shall constitute liquidated damages and the Sellers’ sole remedy at law or in equity for the Purchaser’s failure to deposit timely the Deposit in an insuredwith Escrow Agent following the execution and delivery of this Agreement by the Sellers and the Purchaser. Escrow Agent shall immediately invest and hold the Deposit pursuant to that certain Deposit Escrow Agreement entered into by the Sellers, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments the Purchaser and the Escrow Agent as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositdate hereof in the form attached hereto as Exhibit 2. 1. In As used herein the event term Deposit shall include any interest accrued thereon. If this Agreement has not been previously terminated in accordance with Section 4.3, then the Deposit shall not be refundable to the Purchaser except as otherwise set forth herein. If paid to the Sellers pursuant to the terms of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid allocated among the Sellers in proportion to Existing Owner and credited against their applicable percentage interest in the Purchase Price on as set forth in the Closing DateAllocation of Values. In If the event the sale of the Property Purchaser is not consummated because of (a) a Seller default, (b) the termination entitled under any express provision of this Agreement by Buyer in accordance with any right to so elect to terminate provided herein, (c) this Agreement and receive the failure return of any the Deposit and timely delivers the requisite notice of Buyer’s Closing Conditions (as defined below) its election to occur or (d) any other reason other than a default by Buyerterminate, then the Deposit shall be immediately promptly returned to the Purchaser by Escrow Agent and automatically paid over to Buyer without the need for no party shall have any further action by either Party hereto. The sole remedy obligation or liabilities under this Agreement, except for a failure by Buyer to make such obligations or liabilities that expressly survive the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate termination of this Agreement. All references in this Agreement to a “return Upon the Closing, the Deposit shall be credited toward payment of the Deposit” Purchase Price. Any taxes due on interest income earned on the Deposit shall also be deemed to include a return the sole responsibility of the “Deposit” under Purchaser, and the “Other Property Purchase Agreements” (as defined herein)Purchaser will provide to the Escrow Agent a form W-9 for the reporting of such interest income.

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

Deposit. Within one (1a) business day following Simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into Purchaser is depositing with COMMONWEALTH LAND TITLE INSURANCE COMPANY of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Escrow (as defined below) Agent"), the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars TWO HUNDRED FIFTY THOUSAND DOLLARS ($7,143.00250,000.00) (the “"Initial Deposit”)") in good funds, in the form of a either by certified bank or cashier's check or by federal wire transfer payable to Chicago Title Insurance Company transfer. (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3b) business days after On or before the expiration of the “Due Diligence Inspection Period” (, as hereinafter defined)defined in Section 3.1 hereof, Buyer Purchaser shall deposit with deliver to Escrow Holder additional cash or other immediately available funds in Agent the amount sum of One Hundred Thousand and No/100 Dollars FIFTY THOUSAND DOLLARS ($100,00050,000.00) (the “Additional "Second Deposit”") in good funds, and together with the either by certified check or cashier's check or by federal wire transfer. The Initial Deposit and all the Second Deposit, together with any interest accrued thereon, are collectively referred to hereinafter as the “"Deposit”)". Upon the delivery of the Second Deposit to Escrow Holder Agent, the Inspection Period and the Title Inspection Period, as defined in Section 2.1 hereof, shall deposit the Deposit in a non-commingled trust account and be deemed to have expired. (c) Escrow Agent shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms and conditions of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references interest on such sum shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall entitle Seller, at Seller's sole option, to terminate this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)immediately.

Deposit. A. Within one thirty (130) business day following days of signing this Agreement, BIFC shall deposit $50,000 cash to be held in an escrow account at the mutual execution First Bank of ▇▇▇▇▇▇, Newton, Kansas. Said amount held in escrow shall be paid out pursuant to the forfeiture provisions as set forth in this Section or shall be returned to BIFC after “start-up” upon inspection and exchange approval of ▇▇▇▇▇▇ County. B. The purpose of said cash deposit is to guaranty BIFC’s due diligence in proceeding forward with this Agreement. Said deposit shall be forfeited and shall become the property of ▇▇▇▇▇▇ County in the event BIFC does not commence construction within nine (9) months of the signing of this Agreement or in the event BIFC does not commence “start-up” within twenty-seven (27) months of the signing 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 . C. Relative 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 said deposit, United States Treasury Bills both parties understand that there may be unforeseen circumstances that might delay commencement of construction or delay “start-up” that are not within the control of either party. In such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall an event, said deposit will not be credited to Buyer’s account and deemed to be part of the Depositforfeited but instead will remain deposited in said separate account. 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 it subsequently appears that BIFC is not consummated because of (a) a Seller defaultexercising due diligence in commencing construction or following through with “start-up”, (b) the termination of then said deposit will be forfeited and 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 will become null and automatically paid over to Buyer without the need for any further action by either Party hereto. void. D. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required escrow agent hereunder shall be liable as a depository only and shall not be responsible for Seller to terminate this Agreement. All references in this Agreement to a “return the sufficiency or the accuracy of the Deposit” form, execution, or validity of documents deposited hereunder, nor shall also it be deemed to include a return liable in any respect on the account of the “Deposit” under identity, authority or rights of the “Other Property Purchase Agreements” (persons executing or delivering any document or paper. The escrow agent shall not be liable for collection items until the proceeds of the same in actual cash have been deposited, nor shall it be liable for the default of any payment as defined herein)hereinbefore described.

Deposit. Within one (1a) business day following On the mutual execution and exchange date hereof, Buyers shall pay to Sellers 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) (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), representing a nonrefundable payment which will be retained by Sellers in all events; provided that this amount will be applied toward the Purchase Price in the event a Closing occurs. In addition, on the date hereof, Buyers shall either deposit an additional Five Million Five Hundred Thousand and No/Dollars ($5,500,000) in cash payable by wire transfer of good and immediately available U.S. funds (the “Additional Deposit”which, and at Buyers' option, may be replaced by a Letter of Credit as described in clause (c) below) or deliver a Letter of Credit as described in clause (c) below (such amount deposited, together with the Initial Deposit and all interest accrued thereon, or Letter of Credit is hereinafter referred to and held as the “"Deposit”). ") with or to the Escrow Holder Agent pursuant to the terms of this Agreement. (b) Escrow Agent shall deposit hold the Deposit in a non-commingled trust account and make delivery of the Deposit to the party entitled thereto under the terms of this Agreement. If the Deposit is made by Buyers other than by Letter of Credit, Escrow Agent shall invest the Deposit in an insured, interest interest-bearing bank account or money market accounts, certificates of deposit, United States Treasury Bills fund or such other instruments short-term, investment grade securities as directed by Sellers and Buyers shall jointly agree, in writing, with such agreement being provided to Escrow Agent in writing. The taxpayer identification number of one of the Buyers shall initially be utilized for purposes of establishing the interest-bearing escrow account for the Deposit and such Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of allocated such interest income for income tax purposes; provided, however, 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 ultimately be paid reported by the party entitled to Existing Owner receive the Deposit in accordance with the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, in the event that the Deposit is delivered in the form of (or replaced by) a Letter of Credit: (i) Escrow Agent shall draw on the Letter of Credit on the Business Day immediately preceding any date on which Escrow Agent is required to disburse all or any portion of the Deposit pursuant to the terms of this Agreement. (ii) The amount of any Letter of Credit shall equal $5,500,000 plus an amount equal to the interest that would accrue thereon for a three month period at 5% per annum and, if drawn, shall be held in escrow pending disbursement by Escrow Agent. (iii) Escrow Agent shall draw on the entire stated amount of the Letter of Credit on the third (3rd) Business Day prior to the expiration date thereof, unless on or before such date, Buyers deliver to Escrow Agent either (a) an extension of the Letter of Credit or (b) an amount of cash equal to the entire stated amount of the Letter of Credit. (iv) Buyers shall pay all costs and credited against expenses relating to the Letter of Credit. (d) On the Closing Date, monies held as the Deposit, together with the Non- Refundable Payments, together with deemed interest on the Non-Refundable Payments at the rate of 5% per annum from the date of the Agreement through the Closing Date, shall be applied to the cash portion of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right payable 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 hereinSection 2.2(b).

Deposit. Within one To secure the performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of Six Hundred Seventy Five Thousand Dollars $675,000 in the following manner: (1i) within two (2) business day following days after the mutual execution and exchange Effective Date of this Agreement, Buyer Purchaser shall deposit into with Commonwealth Land Title Insurance Company (the “Escrow (as defined below) Agent”), the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) initial sum (the “Initial Deposit”) of One Hundred Seventy Five Thousand Dollars ($175,000), in ; and (ii) shall thereafter deliver the form additional sum (the “Additional Deposit”) of a wire transfer payable to Chicago Title Insurance Company Five Hundred Thousand Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three $500,000) within two (32) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all the Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. In the event Purchaser exercises its right to cancel the transaction as provided for in Paragraphs 5 or 6 hereof, the Initial Deposit shall be returned to Purchaser with any interest accrued earned thereon. Seller agrees that upon notification by Purchaser of Purchaser’s cancellation pursuant to Paragraphs 5 or 6, Seller will direct the Escrow Agent to return the Initial Deposit and interest earned thereon to Purchaser. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one Purchaser shall pay to Seller a deposit of $ (120% of the Purchase Price) business day following (the mutual “Deposit”), which shall be considered fully earned by Seller upon the execution and exchange of this Agreement, Buyer . The Deposit shall be paid as follows: 1. An initial 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 amount of $ (50% of the Deposit) paid to Seller at the time of execution of this Agreement; and 2. And an additional deposit in the amount of $ (50% of the Deposit) paid to Seller within sixty (60) days following the Agreement Date. Purchaser’s failure to deliver the entire Deposit timely as scheduled shall be deemed a material default by Purchaser under the terms of this Agreement. In this event, Seller shall be entitled to retain all Deposits earned either paid, or unpaid, in addition to all other rights and remedies as outlined in this Agreement. The Deposit shall be credited to the form amount of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless the Purchase Price due at Closing or disbursed in accordance with this Agreement in the event this Agreement is terminated. The Initial Deposit shall have been terminated pursuant to be placed by Seller in a trust or escrow account in an insured bank or savings and loan association in North Carolina, and shall be held and disbursed by Seller in accordance with the provisions hereof prior thereto, no later than three terms of this Agreement. THE INITIAL DEPOSIT SHALL BECOME NON-REFUNDABLE UPON EXPIRATION OF THE RESCISSION PERIOD (3AS HEREINAFTER DEFINED) business days after AND PURCHASER HEREBY AUTHORIZES SELLER TO DISBURSE THE INITIAL DEPOSIT FROM ITS TRUST OR ESCROW ACCOUNT AT ANY TIME AFTER THE RESCISSION PERIOD EXPIRES. After the expiration of the “Due Diligence Rescission Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder all additional cash or other immediately available funds in the amount portions 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 are non-commingled trust account and shall invest the Deposit refundable except as otherwise expressly provided 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 After the expiration of the Rescission Period, Seller shall be entitled to use the Deposit for any purpose related to the Condominium without obligation to segregate same, and without obligation to return any interest earned thereon. Interest, if any accrued on the Deposit” , shall also not be deemed to include a return of credited toward the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

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 Hundred Forty Three Twenty-Five Thousand and No/100 no/100 Dollars ($7,143.00125,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defineddefined in Section 6 below), Buyer shall deposit with Escrow Holder Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by Immediately Available Funds, the additional cash or other immediately available funds in the amount sum of One Hundred Twenty-Five Thousand and No/100 no/100 Dollars ($100,000125,000.00) (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 Section 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 Section 15 below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following On the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) the an amount of Seven Thousand One Hundred Forty Three and No/100 equal to Ten Million United States Dollars ($7,143.0010,000,000) (the “Initial Deposit”)such amount, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash 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 including any and all income and interest earned or accrued thereon, the “Deposit”) with First American Title Insurance Co. (the “Escrow Agent”). Escrow Holder shall deposit , pursuant to the Deposit in a non-commingled trust account and shall invest the Deposit in terms of an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments escrow agreement dated as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositdate hereof and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Buyer, Seller and the Escrow Agent. In At the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on and shall continue to be held by the Closing Date. In Escrow Agent pursuant to this Section 2.3(a) and in accordance with the event the sale terms of the Property is not consummated because Deposit Escrow Agreement until released pursuant to this Section 2.3(a) and the terms of (a) a Seller default, (b) the Deposit Escrow Agreement. Upon termination of this Agreement by Buyer in accordance with any right to so terminate provided hereinAgreement, (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 payable pursuant to Section 9.2(c) hereof, and automatically paid over thereafter shall be promptly released by the Escrow Agent to Buyer without or Seller, as applicable, pursuant to Section 9.2(c) hereof and the need for terms of the Deposit Escrow Agreement. Following the Closing, the Deposit shall be held and disbursed as provided in the Deposit Escrow Agreement, which shall provide, among other things, that (i) any further action by either Party hereto. The sole remedy for a failure by fees or expenses payable to the Escrow Agent under the Deposit Escrow Agreement on account of, in connection with or related to the Deposit (the “Escrow Costs”) shall first be paid out of any income and interest accrued on the Deposit; (ii) the Deposit shall be disbursed to Buyer to make satisfy any obligations of Seller under Section 2.4(c)(i); (iii) the Initial Deposit shall be disbursed to the Buyer Indemnified Parties to satisfy any indemnification obligations of Seller under Section 10.2(a); (iv) any income or interest on the Additional Deposit (net of any Escrow Costs) shall be distributed to Seller as provided in the Deposit Escrow Agreement (such net amount, the “Deposit Escrow Net Earnings”); (v) on the six month anniversary of the Closing Date, if on such date the amount of funds held by the Escrow Agent pursuant to the Deposit Escrow Agreement (the funds held by the Escrow Agent at any date of determination, the “Escrow Funds” as of such date) exceeds Five Million United States Dollars ($5,000,000), then such excess shall be distributed by the Escrow Agent to Seller in accordance with the Deposit Escrow Agreement, such that immediately following such distribution, the Escrow Funds shall equal in the aggregate Five Million United States Dollars ($5,000,000); and (vi) as of the date twelve (12) months following the Closing Date (the “Escrow Termination Date”), any Escrow Funds (following any payments made against the Deposit pursuant to Section 10.7) (other than any amount of cash required to satisfy the maximum amount of the aggregate of any claims for indemnification for which written notice has been given to Seller in accordance with Section 10.4 and which as of such Escrow Termination Date have not been finally determined), including any income or interest accrued thereon but less any Escrow Costs and less any amounts then due and payable from the Escrow Funds to any Buyer Indemnified Party pursuant to Section 10.2(a), shall be distributed by the Escrow Agent to Seller in accordance with the Deposit Escrow Agreement. Pending distribution pursuant to this Section 2.3(a), the Deposit shall be held in trust pursuant to the Deposit Escrow Agreement and shall not be used except as permitted by the Deposit Escrow Agreement; provided, that Seller and Buyer may direct the Escrow Agent to invest the Deposit as and when required hereunder shall be for Seller to terminate this set forth in the Deposit Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following the mutual Upon execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago with First American Title Insurance Company (“Escrow Holder”). Unless , having its office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, a fully executed original of this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), and Buyer shall deposit with concurrently deliver to Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional First Deposit”, ) in good funds either by certified bank or cashier’s check or by federal wire transfer. Escrow Holder shall hold the First Deposit in an interest-bearing account of a federally insured bank or savings and together with the Initial loan association acceptable to Buyer. The Deposit and all interest accrued thereonon the First Deposit while held by Escrow Holder shall be credited to the Purchase Price upon the close of Escrow. Except as otherwise specifically provided in Section 2.3 and Section 7.2 below, and Article VIII hereof, if Buyer delivers to Escrow Holder, prior to the expiration of the Contingency Period (hereinafter defined), a Second Deposit in the sum of Four Hundred Thousand Dollars ($400,000.00) (the “Second Deposit”) in good funds either by certified bank or cashier’s check or by federal wire transfer, together with a unqualified written approval of the contingencies set forth in Section 3.1 below, together with instructions to immediately release to Seller the First Deposit and the Second Deposit (together, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit and the accrued interest on the First Deposit shall be nonrefundable to Buyer, absent a material default by Seller under this Agreement. Upon receipt of the Second Deposit and Buyer’s release instructions, Escrow Holder shall immediately release the full Deposit to Seller. If Buyer does not timely deposit the Second Deposit with instructions to immediately release the same, and automatically paid over provide concurrent written notification to Escrow Holder and to Seller that Buyer without has approved the need for any further action by either Party hereto. The sole remedy for a failure by Property, then Buyer shall be deemed to make have disapproved the Property, the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller returned to terminate this Agreement. All references in Buyer, and this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)terminate.

Deposit. Within one (1a) business day following Purchaser, on or prior to the mutual execution and exchange of this Agreementdate hereof, Buyer shall has made an ▇▇▇▇▇▇▇ money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) with Acquiom Clearinghouse LLC (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount equal to 5% of One Hundred Thousand and No/100 Dollars the Cash Payment portion of the Purchase Price ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall , by wire transfer of immediately available funds for deposit the Deposit in into a separate segregated, non-commingled trust interest bearing escrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller or Purchaser and shall invest the Deposit in an insured, interest bearing money market accounts, certificates be applied against payment of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateDate or otherwise paid or disbursed as expressly provided in this Agreement. (b) If this Agreement has been terminated by Sellers pursuant to Section 8.1(d) and 8.1(f), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Yellow, and Yellow shall retain the Deposit (together with any and all investment interest thereon if any); provided that nothing in this paragraph shall be deemed to limit any other remedies to which Purchaser may be entitled under this Agreement or applicable Law. (c) If this Agreement has been terminated by any Party, other than as contemplated by Section 2.2(b), then the Parties shall promptly, but in any event within five (5) Business Days after such termination hereof, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any) to such account(s) as may be designated by Purchaser, and the Deposit, together with any and all investment interest thereon, if any, shall be returned to Purchaser within five (5) Business Days after such termination. (d) The Parties agree that Sellers’ right to retain the Deposit (together with any and all investment interest thereon if any), as set forth in Section 2.2(b), is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) If the Closing occurs, at the Closing the Parties shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by wire transfer of immediately available funds 100% of the Deposit (together with any and all investment interest thereon, if any), less the aggregate amount of any Disputed Amounts, to such account(s) as may be designated by Yellow. In the event there are any Disputed Amounts at the sale time of the Property is not consummated because Closing, the parties shall, within one (1) Business Day following the resolution of (a) a Seller default, (b) such Disputed Amounts by the termination of this Agreement by Buyer Independent Accountant in accordance with any right Section 2.7(c)(ii), deliver joint written instructions to so terminate provided herein, (c) the failure Escrow Agent directing the Escrow Agent to transfer by wire transfer of any immediately available funds the remaining amounts of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over any additional Deposit amounts to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer or Parties entitled thereto pursuant to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return written decision of the Deposit” shall also Independent Accountant as set forth in Section 2.7(c)(ii), to such account(s) as may be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)designated by such recipient Party or Parties.

Deposit. 2.2.1 Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined)Effective Date, Buyer Purchaser shall deposit with Republic Title of Texas, Inc. (the “Escrow Holder additional cash or other immediately available funds in Agent”), by bank wire transfer the amount sum of One Million Three Hundred Five Thousand and No/100 Dollars ($100,0001,305,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit The disposition 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 in accordance with the terms of this Agreement and deemed to be part of the Depositprovisions set forth on Exhibit B attached hereto (the “Escrow Agreement”). In If the event of the consummation of the purchase and sale of the Property as contemplated hereunderis consummated under this Agreement, the Deposit shall be paid to Existing Owner Seller and credited against applied to the Purchase Price on at Closing. After the conclusion of the Inspection Period, if not terminated as provided in Section 5.2, the Deposit will be non-refundable to Purchaser, except as may otherwise be expressly provided in this Agreement. Purchaser hereby agrees that Five Hundred Dollars ($500.00) of the Deposit shall be independent consideration for Seller’s execution of this Agreement (the “Independent Consideration”) and, notwithstanding anything in this Agreement to the contrary, such Independent Consideration is deemed received by Seller as of the Effective Date and is non-refundable in all respects. 2.2.2 Within three (3) Business Days after the Effective Date, Purchaser shall deposit with Seller, by bank wire transfer the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Inspection Non-Refundable Deposit”), which shall be fully earned by Seller and non-refundable to Purchaser except solely in the event this Agreement terminates due to a default of Seller pursuant to Section 11.1 below, as provided in Section 10.1.2 and Section 10.2 below, or if any Phase I environmental report obtained by Purchaser prior to the expiration of the Inspection Period reveals any recognized environmental condition (“REC”) and a Phase II environmental report confirms the existence of such condition and suggests remediation of the same. Within three (3) Business Days after the Effective Date, Purchaser shall also deposit with Seller, by bank wire transfer the sum of Fifty Thousand Dollars ($50,000.00) (the “License Non-Refundable Deposit” and together with the Inspection Non-Refundable Deposit, the “Non-Refundable Deposits”), which shall be fully earned by Seller and non-refundable to Purchaser except solely in the event the Seller, as licensor, terminates that certain Short Term License dated as of the date hereof by and between Seller, as licensor, and Golabs, Inc., a Texas corporation, an affiliate of Purchaser deriving substantial benefit from the transaction contemplated herein, as licensee (the “License Agreement”) prior to the Closing DateDate for any reason other than a default 3 by Purchaser under the License Agreement. In the event If the sale of the Property is not consummated because of (a) a Seller defaultunder this Agreement, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit and the Non-Refundable Deposits shall be immediately and automatically paid over applied 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 at Closing.

Deposit. Within one Buyer shall deposit the sum of One Hundred Fifty Thousand Dollars (1$150,000.00) (the "Initial Deposit") within two (2) business day days following the mutual execution and exchange Effective Date by wire transfer of immediately available United States federal funds to LandAmerica-Dallas National Division, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Escrowee"), as directed by Escrowee. If, pursuant to the provisions of this Agreement, Buyer elects to terminate this Agreement with respect to any Property at any time on or prior to the expiration of the Inspection Period, then Escrowee shall deposit into Escrow (as defined below) return to Buyer a portion of the Initial Deposit in the amount of Seven Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”50,000.00), in the form of a wire transfer payable together with all accrued interest thereon, for each such Property as to Chicago Title Insurance Company (“Escrow Holder”). Unless which this Agreement shall have has been terminated pursuant promptly upon written notice to that effect from Buyer. With respect to any Property as to which Buyer has not elected to terminate this Agreement on or before the provisions hereof prior theretoexpiration of the Inspection Period, no later than three Buyer, within two (32) business days after the expiration of the “Due Diligence Inspection Period” , shall deposit with Escrowee the additional sum of Fifty Thousand and No/100 Dollars ($50,000.00) for each such Property by wire transfer of immediately available funds, which sum shall be held by Escrowee, together with the Initial Deposit, as ▇▇▇▇▇▇▇ money (the Initial Deposit and Additional Deposit, together with all interest earned thereon, are collectively referred to as the "Deposit"). Escrowee shall hold the Deposit in escrow in accordance with the terms and provisions of this Agreement in a federally insured interest-bearing account at a national bank in accordance with applicable law. All interest earned on the Deposit shall be added to and made a part of the Deposit. On the Closing Date (as hereinafter defined)) for each Property, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds a portion of the Deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”100,000.00), and together with the Initial Deposit and all 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 for each 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 the related Seller by wire transfer of immediately available United States federal funds to an account designated by such 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)such Property.

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 One Hundred Forty Three and No/100 third (3rd) Business Day after the Effective Date, Nine Million Dollars ($7,143.00) (the “Initial Deposit”9,000,000.00), 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 One Hundred Thousand and No/100 Section 5.2, Nine Million Dollars ($100,0009,000,000) (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 Eighteen Million Dollars ($18,000,000). Five Million Dollars ($5,000,000) of the Deposit shall be the “Non-Refundable Deposit”, which shall be payable to Seller pursuant to this Agreement. The Deposit shall be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement (the “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 1.1 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 Upon the mutual execution and exchange delivery of this AgreementContract, Buyer shall make a deposit into Escrow (as defined belowthe "First Deposit") in the amount of Seven Thousand One Hundred Forty Three Thousand and No/100 Dollars % ($7,143.00100,000.00) Dollars with The Law Office of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, located at 245 Saw Mill ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Initial Deposit”), in the form of a wire transfer payable hereinafter referred to Chicago Title Insurance Company (“as "Escrow Holder”Agent"). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after Upon the expiration of the “"Due Diligence Period” " (as hereinafter defined), Buyer shall make an additional deposit with Escrow Holder additional cash or other immediately available funds (the "Second Deposit") in the amount of One Three Hundred Thousand and No/100 Dollars % ($100,000300,000.00) Dollars with the Escrow Agent. The First Deposit and the Second Deposit (the “Additional Deposit”First Deposit and, and together with to the Initial Deposit and all interest accrued thereonextent paid to Escrow Agent, the “Second Deposit being hereinafter referred to as the "Contract Deposit”). ") shall be made by check and shall be held in escrow by Escrow Holder shall deposit the Deposit Agent in a non-commingled trust account and shall invest the Deposit in an Federally insured, interest bearing money market accountsaccount, certificates with interest payable to the party entitled to receive the Contract Deposit pursuant to the terms of depositthis Contract. The Contract Deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and together with all accrued interest thereon thereon, shall be credited applied to Buyer’s account and deemed to be part of the Deposit. In Purchase Price at "Closing" (as hereinafter defined) or if the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Closing does not occur shall be paid to Existing Owner and credited against the Purchase Price on Seller unless this Contract expressly provides that it shall be paid to Buyer. If for any reason the Closing Date. In does not occur and either party makes a written demand upon the event the sale Escrow Agent for payment of the Property Contract Deposit, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (l0) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such ten (l0) day period or if for any other reason the Escrow Agent in good faith shall elect not consummated because to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or disposition of (a) the same has been directed by a Seller defaultfinal, (b) nonappealable court order or Escrow Agent may pay the termination of this Agreement by Buyer Contract Deposit into court in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoproper court procedure. The sole remedy parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for a failure by Buyer to make their convenience, that the Initial Deposit or the Additional Deposit as and when required hereunder Escrow Agent shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also not be deemed to include a return be the agent of either of the “Deposit” parties, except as expressly set forth herein, and that the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Contract or of any escrow agreement or involving gross negligence. Both parties shall jointly and severally reimburse and indemnify Escrow Agent harmless from and against any and all loss, liability, costs and expenses, including without limitation, reasonable attorneys' fees and expenses as a result of its performance of its duties and obligations under this Contract. Upon making the “Other Property Purchase Agreements” (as defined herein)delivery of the Contract Deposit and interest earned thereon in the manner provided in this Contract, Escrow Agent shall have no further liability hereunder. The Escrow Agent joins in the execution of this Contract solely for the purpose of acknowledging receipt of the First Deposit and its agreement to hold the same pursuant to the terms hereof.

Deposit. (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 Escrow Holder shall, at Closing, hold the Deposit in an interest bearing account for the benefit of Seller, until the earlier of: (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined belowi) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars Final Payment Date; or ($7,143.00ii) (the “Initial Deposit”), in the form receipt of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall joint notice from the parties stating that all amounts owing under the Promissory Note have been terminated pursuant fully paid. Upon receipt of notice, executed by both parties, that all amounts owing under the Promissory Note have been paid to Seller, Escrow Holder shall deliver to Seller the provisions hereof prior thereto, no later than three (3) business days after the expiration remaining balance of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthereon (less any unpaid Seller's Chargers, the “Deposit”which shall be deducted by Escrow Holder). Upon receipt of a notice, executed by both parties, that Buyer has failed to make all payments owed under the Promissory Note on or before the Final Payment Date, Escrow Holder shall: (i) prepare a grant deed conveying good and marketable title to Seller with no additional liens or encumbrances, and (ii) upon receiving and recording said grant deed conveying title to the Property to Seller, pay the balance of the Deposit and all interest thereon (less any unpaid escrow and title changes) to Buyer. If Escrow Holder does not receive one of the two jointly executed notices specified in this Section 10.4 on or before the Final Payment Date, or if Escrow Holder does not receive the Buyer Grant Deed, in recordable form and fully executed by Buyer within fifteen (15) days following the Final Payment Date, Escrow Holder shall deposit deliver the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and all interest thereon (less any unpaid escrow and title charges) to Seller, and Seller shall be credited permitted to Buyer’s account exercise any and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited all remedies against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then including but not limited to all remedies set forth in the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return Deed of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Trust.

Deposit. Within one (1) business day Not later than 10:00 a.m. central prevailing time on the Business Day following the mutual execution and exchange of this AgreementExecution Date, Buyer shall deposit into pay to ▇▇▇▇▇ Fargo Bank, N.A. (“Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositAgent”), 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)that certain escrow agreement by and among Seller, Buyer shall and Escrow Agent, a deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Eight Million Five Hundred Ten Thousand and No/100 Dollars ($100,0008,510,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”), such amount representing Ten Per Cent (10%) of the Base Purchase Price. Subject to Sections 3.2(a) and 3.2(b), if applicable, at the Closing, the Parties shall cause the Escrow Holder shall deposit Agent to release the Deposit in a non-commingled trust account (along with any interest earned thereon) to Seller, and shall invest the Deposit in an insured, (along with any 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 thereon) shall be credited to Buyer’s account and deemed against the amount required to be part paid by Buyer to Seller at the Closing. 20 (a) If this Agreement is terminated by Seller prior to the Closing pursuant to Section 18.1(d), or the conditions to the obligations of Buyer to consummate the DepositClosing set forth in Section 10.2 shall have been satisfied or waived by Buyer, but Buyer shall have failed to consummate the transactions contemplated hereunder at the Closing, then, Seller shall be entitled to terminate this Agreement and receive the Deposit (along with any interest earned thereon), and the Parties shall cause the Escrow Agent to release the Deposit (along with any interest earned thereon) to Seller within two (2) Business Days of such termination. In the event of any such termination, Seller and Buyer acknowledge and agree that (x) Seller’s actual damages upon the consummation event 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 to Existing Owner (along with any interest earned thereon) is a fair and credited against reasonable estimate by the Purchase Price on the Closing Date. In the event the sale Parties of the Property is such aggregate actual damages of Seller and (z) such liquidated damages do not consummated because of (a) constitute a Seller default, penalty. (b) the termination of If this Agreement by Buyer in accordance with any right is terminated prior to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) and Seller is not entitled to occur or (d) any other reason other than a default by Buyerreceive the Deposit under Section 3.2(a), then the Parties shall cause the Escrow Agent to release the Deposit shall be immediately and automatically paid over (along with any interest earned thereon) 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 within two (2) Business Days of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such termination.

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange delivery of this AgreementAgreement by Seller and Purchaser, Buyer Purchaser shall deposit into with LandAmerica Commercial Services, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Escrow Officer: ▇▇▇ ▇▇▇▇▇, Telephone (as defined below▇▇▇) ▇▇▇-▇▇▇▇; Telecopier (▇▇▇) ▇▇▇-▇▇▇▇ (“Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the amount “Escrow Account”), the sum of Seven Five Million Five Hundred Twenty-Nine Thousand One Hundred Forty Three and No/100 00/100 Dollars ($7,143.005,529,000.00) (together with all interest thereon and 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” Extension Deposit (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in to the amount extent deposited pursuant to the terms of One Hundred Thousand and No/100 Dollars Section 5, but excluding the Independent Consideration ($100,000) (the “Additional Deposit”as hereinafter defined), and together with the Initial Deposit and all interest accrued thereon, being collectively referred to herein 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 which Deposit shall be paid held by Escrowee pursuant to Existing Owner the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit N and credited against the Purchase Price on the Closing Datehereby made a part hereof. In the event the sale If Purchaser is entitled to terminate this Agreement and receive a refund of the Property Deposit pursuant to the terms hereof and Seller has notified Purchaser in writing that Purchaser 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 breach of any of Buyer’s its obligations under this Agreement (a “Pre-Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerBreach”), then Escrowee shall release the Deposit shall to Purchaser, less any amounts Seller notifies Purchaser and Escrowee in writing (which notification must be immediately and automatically paid over to Buyer without given no more than five (5) Business Days after Purchaser’s request for 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” ) that Escrowee needs to holdback to cover any loss estimated by Seller to have occurred as a result of Purchaser’s Pre-Closing Breach (“Pre-Closing Breach Amount”), which Pre-Closing Breach Amount shall also be deemed held by Escrowee until such time as either (x) Purchaser and Seller reach an agreement and jointly notify Escrowee in writing as to include the amount Seller is owed for Purchaser’s Pre-Closing Breach, and the remaining amount, if any, to be released to Purchaser, or (y) the Purchaser’s Pre-Closing Breach has been fully adjudicated and Escrowee receives a return final judgment, order, ruling or injunction issued by a court of competent jurisdiction). Notwithstanding the foregoing or anything to the contrary contained herein, the failure of Seller to assert a Pre-Closing Breach prior to the expiration of the “Deposit” under five (5) Business Day period provided for herein shall not in any way constitute a waiver of Seller’s rights to subsequently assert the “Other Property Purchase Agreements” (as defined herein)existence of such Pre-Closing Breach.

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Two Hundred Sixty-Seven Thousand One Two Hundred Forty Three Thirty Nine and No/100 Dollars ($7,143.00267,239.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (c) the Seller’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one Not later than two (12) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow (as defined below) the amount sum of Seven Thousand One Hundred Forty Three Million and No/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”), in cash or immediately available federal funds. Notwithstanding anything to the form contrary herein, the Deposit shall be non-refundable to the Purchaser unless the Purchaser terminates this Agreement pursuant to a right to terminate this Agreement in connection with (a) a Seller default as provided in Section 14.01, (b) an Objectionable Environmental Matter or Objectionable Title Matter as provided in Section 4.06, 6.01(b), or 6.02, (c) a casualty as provided in Section 12.01, (d) a condemnation as provided in Section 12.02, (e) any other termination right set forth in Section 5.05, (f) the failure of a wire transfer payable condition to Chicago Title Insurance Company Closing as provided in Section 10.02 or (g) the termination right expressly identified herein as a “Escrow HolderRefundable Termination Right” in Section 4.05 (each, a “Refundable Termination Right”). Unless In the event Purchaser terminates this Agreement shall have been terminated pursuant to a Refundable Termination Right, then the provisions hereof entire Deposit shall be delivered to Purchaser. If the Purchaser terminates this Agreement prior theretoto the end of the Inspection Period for a reason other than a Refundable Termination Right, no later than three (3) business days after the Deposit will be returned delivered to Seller. Provided Purchaser has not terminated this Agreement prior to the expiration of the “Due Diligence Period” (Inspection Period pursuant to the terms hereof, the entire Deposit shall become fully non-refundable and payable to Seller, except as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds otherwise expressly provided herein. If the sale hereunder is consummated 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 hereunderterms hereof, the Deposit shall be paid to Existing Owner Seller and credited against applied to the Purchase Price on to be paid by Purchaser at the Closing DateClosing. In If the transaction contemplated hereby does not close because of uncured default by Purchaser under Section 14.02, 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 is terminated for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerRefundable Termination Right, then the parties agree that the Deposit shall be immediately delivered to Seller as liquidated damages and automatically paid over as Seller’s sole and exclusive remedy as hereinafter more specifically set forth, which amount the parties agree is a reasonable sum considering all of the circumstances existing on the date of this Agreement, including, without limitation, the relationship of such harm to Buyer without Seller that reasonably could be anticipated, Seller’s anticipated use of the need for any further action by either Party heretoproceeds of sale, and the fact that proof of actual damages would be impossible to determine. 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 Agreementheld and invested in U.S. Government obligations, certificates of deposit, money market funds, or in such other interest bearing investment as Purchaser shall direct in writing. All references in this Agreement to a “return interest accruing on the Deposit shall be deemed 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 for all purposes hereunder.

Deposit. Within one (1) business day following the mutual execution and exchange All cash funds held in escrow shall be placed in an interest-bearing account at Bank of this AgreementAmerica, 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”)N.A., 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 theretoTampa, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Florida, 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 earned thereon shall be credited to Buyer’s account and deemed to be a part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderAt Closing, the Deposit shall be paid to Existing Owner Seller and credited against shall be applied to the Purchase Price on Price. The Deposit shall constitute the Closing Date▇▇▇▇▇▇▇ money securing Buyer's performance of this Agreement and shall be non-refundable upon expiration of the Inspection Period, unless Buyer earlier terminates this Agreement during the Inspection Period or is otherwise entitled to a return of the Deposit pursuant to the terms of this Agreement. Seller and Buyer acknowledge and are aware that the Federal Deposit Insurance Corporation ("FDIC") insurance coverage for deposited funds applies only to a maximum amount for each individual depositor. Seller and Buyer further acknowledge and agree that Escrow Agent assumes no responsibility or liability whatsoever for, nor will they hold Escrow Agent responsible or liable for, any loss which arises from the fact that the amount of the Deposit Funds in the special-interest bearing escrow account established by Escrow Agent will exceed $100,000.00 and that such excess amount in the account will not be insured by the FDIC. In lieu of the Deposit being paid in cash, Buyer may deliver to Escrow Agent an irrevocable, unconditional letter of credit in order to secure Buyer's performance under this Agreement (the "LETTER OF CREDIT"). The Letter of Credit shall: (i) be issued by a financial institution acceptable to Seller, (ii) include an automatic pay provision in favor of Escrow Agent upon presentation of the Letter of Credit (which presentation need not be in person but may be delivered to the issuer by mail or other means of non-personal delivery from Escrow Agent), (iii) be for an initial term extending at least through January 31, 2005, and (iv) be in a form and substance acceptable to Seller. In the event Buyer fails to extend and/or replace the Letter of Credit at least thirty (30) days prior to the expiration thereof, Buyer shall be deemed in default of this Agreement and shall not have the benefit of any grace or curative periods that may otherwise be afforded hereunder. At the end of the Inspection Period, provided that Buyer has not otherwise terminated this Agreement within the Inspection Period pursuant to the provisions of paragraph 8, the Deposit shall be non-refundable to Buyer except as may be otherwise expressly provided to the contrary by the terms of this Agreement, and Escrow Agent shall continue to hold the Deposit until Closing, at which time the Deposit shall be applied to the Purchase Price. In the event the sale of the Property is Closing does not consummated because of (a) a Seller defaultoccur, (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 held and automatically paid over distributed in accordance with the terms of this Agreement. In the event Buyer and Seller are in agreement that Seller is entitled to the Deposit, Buyer shall first have a period of five (5) days in which to deliver the cash-equivalent to Seller, and Escrow Agent, upon being notified by Seller that it has received the cash-equivalent Deposit, shall return the Letter of Credit to Buyer. Otherwise, in the event there is a dispute as to who is entitled to the Deposit and/or in the event the Letter of Credit has not been renewed or replaced at least thirty (30) days prior to its expiration with a renewal replacement Letter of Credit (or appropriate endorsement acceptable to Seller), Escrow Agent, upon written demand by Seller and with simultaneous written notice to Buyer, shall present the Letter of Credit for payment in which event the Deposit shall revert to a cash Deposit and the same shall be held by Escrow Agent pursuant to me terms and conditions of this Agreement Furthermore, in the event Escrow Agent places the Deposit with the appropriate court pursuant to the provisions to Section 35 hereof, the Letter of Credit shall be presented for payment without the need for any further action by direction or approval of either Party hereto. The sole remedy for a failure by Seller or Buyer to make in which event 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 revert to a “return of the cash 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 Escrow (as defined below) cause the amount of Seven Thousand One Hundred Forty Three Million and No/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”)) to be deposited with Terra Nova Title & Settlement Services, in the form of a wire transfer payable to Chicago authorized agent for First American Title Insurance Company (the “Title Company” or “Escrow HolderAgent”). Unless If Buyer does not elect to terminate 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 definedSection 3(e), Buyer shall deposit with Escrow Holder an additional cash or other immediately available funds in the amount of One Million Five Hundred Thousand and No/100 Dollars ($100,0001,500,000.00) (the “Additional Deposit”) with the Escrow Agent within five (5) days following the expiration of the Inspection Period (as such term is defined in Section 3(e)). The Initial Deposit and the Additional Deposit are hereinafter collectively referred to as the “Deposit.” The Deposit shall be held by the Escrow Agent pursuant to the provisions of Section 2(b) hereof. The Initial Deposit is fully refundable to Buyer in Buyer’s sole discretion for any reason if prior to the expiration of the Inspection Period, and together with Buyer delivers written notice to Seller that Buyer has elected to terminate this Agreement; however, in the event that Buyer does not deliver written notice to Seller prior to the expiration of the Inspection Period that Buyer has elected to terminate this Agreement, 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 shall thereafter be non-refundable to Buyer except as and when required hereunder shall be for Seller to terminate otherwise expressly provided in this Agreement. All references Without limiting the foregoing, contemporaneously with the execution and delivery of this Agreement, Buyer has paid or agrees to pay to Seller as further consideration for this Agreement, in this Agreement to a “return cash, the sum of the Deposit” shall also be deemed to include a return of One Hundred Dollars ($100.00) (the “Deposit” Independent Consideration”), in addition to the Deposit and the Purchase Price. The Independent Consideration is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date of this Agreement, and is not refundable under the “Other Property Purchase Agreements” (as defined herein)any circumstances.

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

Deposit. Within one five (15) business day following days after the mutual execution Effective Date of this Agreement, and exchange in order to secure the performance by Buyer of its obligations under this Agreement, Buyer shall deposit into Escrow (as defined below) deliver the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars THIRTY-FIVE THOUSANDoANDoNO/l00THS DOLLARS ($7,143.00) 35,000.00)oto Escrow Agent by the Acceptable Payment Method or via cashier's check or regular check (said sum, plus any interest thereon, being referred to herein as the “Initial "Deposit”" or the "▇▇▇▇▇▇▇ Money"), in the form of a wire transfer payable to . "Escrow Agent" means Chicago Title Insurance Company (“Escrow Holder”the "Title Company"). Unless this Agreement The Deposit 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 be held by 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 Agent in a non-commingled trust interest-bearing escrow account pursuant to a joint order escrow agreement between Buyer, Seller and shall invest the Deposit Escrow Agent in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the form of the DepositEscrow Agreement attached hereto as Exhibit C and incorporated herein by reference (the "Escrow Agreement"). In the event of the consummation of the purchase and sale of the Property Except as contemplated hereunderspecifically set forth in this Agreement, the Deposit delivered to Escrow Agent shall be paid non-refundable. If Buyer does not deliver the Deposit 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 (Escrow Agent as defined below) to occur or (d) any other reason other than a default by Buyerrequired above, then Seller shall have 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 right to terminate this Agreement. All references Agreement upon written notice thereof to Buyer and, in such event, this Agreement to a “return shall automatically terminate upon Buyer's receipt ofsuch termination notice and the parties shall be released of the Deposit” all further obligations under this Agreement, except Buyer and Seller shall also not be deemed to include a return released of the “Deposit” under the “Other Property Purchase Agreements” their respective Surviving Obligations (as defined herein), if any. "Surviving Obligations" means the obligations of Buyer and Seller, if any, which expressly survive the Closing or the earlier termination of this Agreement. Notwithstanding any other provision ofthis Agreement, one-half(1/2) ofthe ▇▇▇▇▇▇▇ Money shall be deemed non-refundable at the end of the Initial Feasibility Period (as hereinafter defined) and shall thereafter be delivered to Seller at Closing except as may otherwise be provided in Sections 5, 7(p), 10(b), 14, 15, 16, 17, 18 and 19 or elsewhere in this Agreement.

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

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

Deposit. Within one Purchaser shall make available to ASARCO funds in the aggregate amount of $125,000,000.00 (1the “Deposit”) business day following as follows: (a) Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Purchaser posted a letter of credit (the “First L/C”) attached as defined below) Exhibit O-1 hereto issued in favor of ASARCO by ABN AMRO Bank N.V., Chicago in the amount of Seven Thousand One Hundred Forty Three $50,000,000.00. After the entry of the Sterlite Agreed Order by the Bankruptcy Court, Purchaser may amend the First L/C solely to add the following to Annex A of the First L/C: “Funds under the Letter of Credit are payable in accordance with the terms set forth in Section 4.2 of that certain Settlement and No/100 Dollars Purchase and Sale Agreement, dated as of February ___, 2009, among, inter alia, the Beneficiary and the Account Party.” Purchaser, with the prior written consent of Sellers ($7,143.00which consent shall not be unreasonably withheld), shall have the right to exchange the First L/C for a replacement letter of credit issued by a Qualified Bank in substantially the same form as the First L/C and on terms and conditions reasonably satisfactory to Sellers. (b) Simultaneously with the execution of this Agreement, Purchaser has posted a second letter of credit (the “Initial DepositSecond L/C”) attached as Exhibit O-2 hereto issued in favor of ASARCO by ABN AMRO Bank N.V., Chicago in the amount of $50,000,000.00. Purchaser, with the prior written consent of Sellers (which consent shall not be unreasonably withheld), shall have the right to exchange the Second L/C for a replacement letter of credit issued by a Qualified Bank in substantially the same form as the Second L/C and on terms and conditions reasonably satisfactory to Sellers. (c) As promptly as practicable following (but not later than 5:00 p.m., Dallas, Texas time, on the third Business Day following) the Disclosure Statement Approval Date, Purchaser will post a third letter of credit (the “Third L/C”) in the form of Exhibit O-3 hereto issued in favor of ASARCO by a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement Qualified Bank in the amount of $25,000,000.00 and ASARCO shall have been terminated pursuant received such originally executed Third L/C enforceable against the issuer thereof. The First L/C, the Second L/C and the Third L/C are collectively referred to herein as the provisions hereof prior thereto“Letters of Credit.” (d) Subject to Section 4.2(h), no later than three (3) business days after in anticipation of Closing and upon the expiration agreement of the “Due Diligence Period” parties, ASARCO shall draw on the Letters of Credit. All cash received by ASARCO (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available funds in an account designated by ASARCO) prior to or on 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 Closing Date pursuant to such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon draw shall be credited to Buyer’s account against the Closing Payment at Closing and deemed to be part retained by Sellers as a component of the DepositPurchase Price. Alternatively, at least three Business Days prior to the Closing Date, Purchaser may deliver a written notice to ASARCO instructing ASARCO that it shall deliver the full amount of the Closing Payment to ASARCO pursuant to Section 5.3(a) at Closing. In the event such case, at Closing, upon receipt of the consummation Closing Payment pursuant to Section 5.3(a), ASARCO shall deliver to Purchaser each of the purchase Letters of Credit for return to the issuer thereof for cancellation (or any cash drawn and sale received pursuant to Section 4.2(h)). (e) Immediately following the termination of the Property as contemplated hereunderthis Agreement due to a material breach by Purchaser or Guarantor of any of their respective representations, warranties or covenants or other agreements hereunder (a “Purchaser Breach”), Sellers shall (i) be entitled to receive from Purchaser and retain the Deposit and (ii) be entitled to draw upon all Letters of Credit at anytime thereafter to obtain the Deposit and the receipt by Sellers of immediately available funds in an account designated by ASARCO in an amount equal to the Deposit pursuant to such draw (or any draw pursuant to Section 4.2(h)) shall satisfy Purchaser’s payment obligation in clause (i); provided, that only $100,000,000.00 shall be paid to Existing Owner and credited against may be drawn by Sellers if such termination occurs prior to the Purchase Price Disclosure Statement Approval Date. (f) Immediately following the termination of this Agreement for any reason other than (i) a Purchaser Breach or (ii) by Purchaser pursuant to Section 13.1(j) upon the occurrence of a Manipulative Breach, Sellers shall (x) be entitled to receive from Purchaser and retain $50,000,000.00, (y) be entitled to draw upon any outstanding Letter of Credit at anytime thereafter to obtain such funds and the receipt by Sellers of immediately available funds in an account designated by ASARCO in an amount equal to $50,000,000.00 pursuant to such draw (or any draws pursuant to Section 4.2(h)) shall satisfy Purchaser’s payment obligation in clause (x)) and (z) as promptly as practicable, and in any event within 10 Business Days, return the Second L/C and (if posted) the Third L/C to the issuer thereof for cancellation (or any cash drawn (and received) pursuant to Section 4.2(h) in excess of $50,000,000.00; provided, that if (and only if) a Release Condition occurs following the termination of this Agreement, as promptly as practicable, and in any event within 10 Business Days, following the occurrence of such Release Condition, ASARCO shall either (1) return the First L/C to the issuer thereof for cancellation or (2) if Sellers have already drawn on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultFirst L/C, including pursuant to Section 4.2(h), (band received $50,000,000.00 in respect of such draw), Sellers shall deliver the amount of $50,000,000.00 to Purchaser and such payment shall be made by wire transfer of immediately available funds to an account designated by Purchaser. (g) As promptly as practicable, and in any event within 10 Business Days, following the termination of this Agreement by Buyer Purchaser pursuant to Section 13.1(j) due to a Manipulative Breach, ASARCO shall return the Letters of Credit to the issuer thereof for cancellation (or any cash drawn and received pursuant to Section 4.2(h)). (h) At all times the remaining period until the stated expiry of each Letter of Credit shall be at least 30 days. From time to time, Purchaser shall cause the Letters of Credit to be amended to extend the expiry dates thereunder (without any other modifications thereto) in accordance order to comply with the immediately preceding sentence. If at any time the remaining period until the stated expiry of any Letter of Credit is less than 30 days, ASARCO shall be entitled to draw upon such Letter of Credit at anytime thereafter; provided, however, that if the parties mutually agree that the Closing is reasonably likely to occur during such 30 day period, then ASARCO shall not draw upon such Letter of Credit until the remaining period until the stated expiry of such Letter of Credit is 20 days or less and all cash received by ASARCO (in immediately available funds in an account designated by ASARCO) prior to or on the Closing Date pursuant to such draw shall be credited against the Closing Payment at Closing and retained by Sellers as a component of the Purchase Price; provided, further, that, notwithstanding anything to the contrary contained herein, any cash drawn and received pursuant to this Section 4.2(h) that is to be returned to Purchaser pursuant to any other provision of this Section 4.2 shall be returned to Purchaser immediately. (i) Notwithstanding anything to the contrary contained herein, except pursuant to Section 4.2(d), any draw upon any of the Letters of Credit shall be approved by the Bankruptcy Court as an act outside the ordinary course of business under 11 U.S.C. § 363(b)(1). For clarification, Sellers’ right to so terminate provided herein, (c) the failure draw upon a Letter of any of Buyer’s Closing Conditions (as defined below) to occur or (d) Credit is not conditioned upon any other reason other than a default finding by Buyerthe Bankruptcy Court; provided, then the Deposit however, that such Bankruptcy Court approval shall not be immediately and automatically paid over to Buyer without the need required for any further action by either Party hereto. The sole remedy for a failure by Buyer draw upon the First L/C prior 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 entry of the Deposit” shall also be deemed to include a return of Sterlite Agreed Order by the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Bankruptcy Court.

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 the expiration of the “Due Diligence Period” (as hereinafter defined)Execution Date, Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) with Escrow Agent as the e▇▇▇▇▇▇ money deposit (the “Additional "Initial E▇▇▇▇▇▇ Money Deposit”"). Upon the expiration of the Inspection Period, in the event Purchaser does not terminate this Agreement pursuant to the terms hereof, the E▇▇▇▇▇▇ Money shall become non-refundable and shall not be returnable to the Purchaser under any circumstances except as otherwise expressly provided in this Agreement or in the event Seller defaults hereunder. If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the E▇▇▇▇▇▇ Money shall be immediately paid over and refunded to Purchaser in accordance with the terms and conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein. Escrow Agent shall promptly invest the E▇▇▇▇▇▇ Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and together with the Initial Deposit interest 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 income earned thereon shall be credited accrue to Buyer’s account and deemed to be become part of the DepositE▇▇▇▇▇▇ Money. In Seller and Purchaser shall each pay one-half of Escrow Agent's fees and banking charges for serving as escrow agent, if any. At and in the event of Closing, Escrow Agent shall tender the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid E▇▇▇▇▇▇ Money to Existing Owner and credited against the Purchase Price Seller on the Closing Date. In Date and the event the sale E▇▇▇▇▇▇ Money so delivered to Seller shall be applied and credited in reduction 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 Agreement, Buyer shall deposit into deliver to Escrow (as defined below) Agent, by wire transfer of immediately available funds in accordance with wire transfer instructions to be furnished by Escrow Agent to Buyer, the amount sum of Seven Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00750,000.00) (the “Initial Deposit”)) upon execution of this Agreement, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretoit being understood, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), acknowledged and agreed by Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One and Seller that Two Hundred Thousand and No/100 Dollars ($100,000200,000.00) of the Deposit shall be non-refundable under any circumstances other than in the event of a Default hereunder by Seller (with any such Default by Seller being governed by the provisions of Section 16) (said $200,000.00 being referred to herein as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Hard Deposit”). The Deposit shall be held by Escrow Holder shall deposit the Deposit Agent in a non-commingled trust segregated Premium Commercial Money Market Deposit account and shall invest the Deposit in an insuredat JPMorgan Chase Bank, 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 N.A. under Buyer’s account and deemed to be part of taxpayer identification number bearing interest at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderrate determined by JPMorgan Chase Bank, N. A. All interest or other investment earnings on the Deposit shall be paid to Existing Owner included in and credited against the Purchase Price on the Closing Date. In the event the sale be deemed a part of the Property is not consummated because of Deposit for all purposes hereunder. The Deposit shall be non-refundable to Buyer under all circumstances except (ai) a Seller default, (b) upon the termination of this Agreement by Buyer prior to the termination of the Inspection Period as provided in Section 7 hereof, or (ii) upon the termination of this Agreement by Buyer pursuant to the terms hereof and solely by reason or as a result of (x) the Default of Seller, (y) Seller’s election not to cure or any other failure to cure any Title Objections (including any Required Cure Items) pursuant to Section 9(b) hereof, or (z) the exercise of Buyer’s right to terminate this Agreement pursuant to Section 11(d) or 11(e) hereof (each of the foregoing events described in this clause (ii) being referred to herein as a “Buyer Termination Event”). Upon written notice of the occurrence of any Buyer Termination Event, Escrow Agent shall, within three (3) Business Days following receipt of such notice, return the Deposit less the Hard Deposit to Buyer, whereupon this Agreement shall automatically terminate and none of the Parties shall have any further obligation to the others, except for those obligations which are expressly stated to survive the termination of this Agreement; provided, however, that if Buyer is entitled to a return of any portion of the Deposit pursuant to the terms of this Agreement (including, without limitation, pursuant to this Section 3 or Sections 9(b), 11(d), 11(e), 16 or 31 hereof) and Seller has notified Escrow Agent and Buyer that Seller asserts a claim that Buyer or Buyer’s Representatives have caused physical damage to the Property or any of the other Assets in breach of Buyer’s obligations under this Agreement, Escrow Agent shall retain a portion of the Deposit equal to the amount of such claim until such claim has been resolved by settlement or by court order. The Deposit shall be paid to Seller at Closing by wire transfer of immediately available funds in accordance with any right wire transfer instructions to so terminate be provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) by Seller to occur or (d) any other reason other than a default by Buyer, then the Deposit Escrow Agent and shall be immediately credited against and automatically paid over to Buyer without shall reduce the need for any further action by either Party hereto. The sole remedy for a failure balance of the Purchase Price due and payable 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)at Closing.

Deposit. Within one Purchaser is depositing into escrow with PNC Bank, National Association (1the "Escrow Agent") 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 Million Dollars ($7,143.003,000,000) (the “Initial "Deposit”), in ") on the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)date hereof. Unless this Agreement shall have been terminated The Deposit is being held and invested and will be disbursed pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration terms of the “Due Diligence Period” (Deposit Escrow Agreement, a copy of which is attached hereto as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) EXHIBIT C (the “Additional Deposit”, and together with the Initial "Deposit and all interest accrued thereon, the “Deposit”Escrow Agreement"). Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest Primary Closing occurs (i) the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, earnings on the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Purchaser in accordance with any right to so terminate provided hereinthe Deposit Escrow Agreement, and (cii) the failure of any of Buyer’s Closing Conditions Deposit shall be retained in the escrow account, such amount to be administered in accordance with the Purchase Escrow Agreement (as defined below). If Seller terminates this Agreement in accordance with the provisions of Section 16.01(e) prior to occur the Primary Closing, and at the time of such termination neither Seller nor Manager is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or the Management Agreement (dif then in effect) and the conditions set forth in Section 10.04 have been satisfied, then Seller shall be entitled to the Deposit as liquidated damages (the "Liquidated Damages Amount"), which Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Seller would sustain as a result of such termination. Notwithstanding anything else set forth in this Section 5.02, Seller's sole and exclusive recourse in the event Seller terminates this Agreement in accordance with the provisions of Section 16.01(e) prior to the Primary Closing, including as a result of Purchaser's or Manager's breach of its representations or obligations under this Agreement or the Management Agreement prior to the Primary Closing, shall be to receive the Deposit. If for any other reason other than a default by Buyerthe Primary Closing does not occur, then the Deposit and all earnings thereon shall be immediately and automatically paid over to Buyer without Purchaser. All payments by the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder Escrow Agent shall be for Seller to terminate this made in accordance with the procedures and other provisions set forth in the Deposit 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 (1a) business day following Simultaneously with the mutual execution and exchange delivery hereof, Purchaser shall deliver to Loudoun Commercial Title, LLC, as escrow agent (the “Escrow Agent”) a deposit of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00500,000.00) (the “Initial Deposit”)) by check to the order of Escrow Agent to be held by Escrow Agent, in escrow, in a federally insured interest-bearing account at a financial institution designated by Purchaser (the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow HolderAccount”). Unless Provided Purchaser does not timely terminate this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after on or before the expiration of the “Due Diligence Feasibility Study Period” (as hereinafter defined), Buyer not later than one business day subsequent to the expiration of the Feasibility Study Period Purchaser shall deliver to the Escrow Agent an additional 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) (the “Additional Deposit”) to be placed by Escrow Agent in the Escrow Account. As used herein, and together with the term “Deposit” shall include the Initial Deposit, the Additional Deposit and all any accrued interest accrued thereonin the Escrow Account. (b) The Deposit shall, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredupon delivery to Seller at Settlement, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be by Seller in favor of Purchaser as part of the DepositPurchase Price or delivered to Purchaser or Seller in accordance with the terms hereof. (c) If this escrow shall be involved in any litigation or controversy, the parties hereto shall severally hold the Escrow Agent free and harmless against any cost or expense that may be suffered by it by reason of such litigation or controversy, other than due to its negligence or malfeasance. All such costs and expenses shall be paid by the party who does not prevail in such litigation. In addition, the party who prevails shall be indemnified against any cost or expense, including reasonable attorneys’ fees (both at trial and on appeal), and replacement of any depletion in the escrow funds, if such funds are ultimately to be paid to the prevailing party. This provision shall survive any termination of this Agreement. (d) In the event conflicting demands are made, or notices served, upon the Escrow Agent with respect to this escrow, the Escrow Agent shall have, without limitation, the following rights and obligations: (i) Withhold and stop all further proceedings in, and performance of this escrow for a reasonable period of time to permit resolution; or (ii) File a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights amongst themselves. In the event such interpleader suit is brought, and the escrow funds paid and/or delivered into court, the Escrow Agent shall ipso facto be fully released and discharged from all obligations to perform any and all duties or obligations relative to such funds which are imposed upon it by this Agreement. (e) The Escrow Agent, in its capacity as escrow agent, is not to be held liable for the sufficiency or correctness of the consummation form, manner of execution or validity of any instrument that might be deposited into the escrow, nor as to the identity, authority or rights of any person executing the same, nor the failure of any other party to comply with any provisions of any agreement, contract or other instrument filed herein, and its duties hereunder shall be limited to the safekeeping of the purchase money, instruments, or other documents received by it, and sale for the disposition of the Property as contemplated hereundersame in accordance with the provisions of this Agreement, and for the Deposit shall be paid discharge of its obligations specified in this Section. (f) Prior to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale earlier of the Property is not consummated because of (a) a Seller default, (b) Settlement or the termination of this Agreement by Buyer in accordance with any its terms, neither party shall have the right to so terminate provided hereinwithdraw any instruments or monies deposited by them with the Escrow Agent, (c) the failure of any of Buyer’s Closing Conditions (except as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)herein specifically provided.

Deposit. 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 ▇▇▇▇▇▇▇▇▇ 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 (1a) business day following On the mutual execution date hereof, Buyer shall deposit (i) Fifteen Million One Hundred Eighty-Five Thousand Dollars ($15,185,000) with respect to the ▇▇▇▇▇▇'▇ Sellers Purchased Assets and exchange (ii) Fourteen Million Eight Hundred Fifteen Thousand Dollars ($14,815,000) with respect to the Caesars Sellers Purchased Assets (collectively with any additional amounts delivered by Buyer pursuant to Section 5.1(a) hereof, the "Deposit") with ▇▇▇▇▇▇▇ Title Guaranty Company (the "Escrow Agent") pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the "Deposit Escrow Agreement") executed and delivered by each Seller, Buyer and the Escrow Agent. Upon the Closing, the Deposit, and the interest accrued thereon, shall be credited against the Purchase Price and the appropriate portion of the Deposit and the interest accrued thereon shall be paid to the ▇▇▇▇▇▇'▇ Sellers and the Caesars Sellers, as applicable (or if an Electing Seller, its designated "qualified intermediary") in the amount set forth in the Deposit Escrow Agreement, and shall be promptly released by the Escrow Agent to each applicable Seller (or if an Electing Seller, its designated "qualified intermediary") pursuant to this Section 3.2(a) and the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all the interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited payable pursuant to Buyer’s account Section 10.2(c) hereof, and deemed thereafter shall be promptly released by the Escrow Agent to be part Buyer or the Sellers, as applicable, pursuant to such Section 10.2(c) hereof and the terms of the DepositDeposit Escrow Agreement. (b) Each Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by the Escrow Agent or the parties hereto in order to consummate the purchase and sale contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement and the Deposit Escrow Agreement; provided that such escrow instructions are consistent with the terms of this Agreement and the Deposit Escrow Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, or any inconsistency between the terms and provisions of the purchase Deposit Escrow Agreement and sale the terms and provisions of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner terms and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination provisions of this Agreement by Buyer in accordance with any right shall control, absent an express written agreement between the parties hereto to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate contrary which acknowledges this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 3.2(b).

Deposit. Within one During the fifteen (115) business day period following the mutual execution and exchange delivery of this AgreementAgreement by Seller and Purchaser, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three use diligent and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company commercially reasonable good faith efforts (“Escrow HolderDiligent Efforts”)) to obtain the Barclays Consent and the Senior Mezz Lender Consent. Unless If Purchaser does not obtain such Consents within such fifteen (15) day period, Purchaser and Seller shall each have the right to terminate this Agreement shall have been terminated pursuant by written notice to the provisions hereof prior theretoother party. If neither party terminates, no later than three Purchaser shall, wihin two (32) business days after the expiration of the “Due Diligence Period” such fifteen (as hereinafter defined)15) day period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the an amount of One Hundred equal to Eighty Eight Thousand and No/100 Dollars ($100,00088,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all plus any interest or earnings accrued thereon, the “Deposit”). , by wire transfer, official bank check, or other immediately available funds, with the Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositAgent. In the event that the Deposit has not been deposited with Escrow Agent within two (2) business days following the expiration of the consummation aforesaid fifteen (15) day period, this Agreement shall immediately terminate. The Deposit shall be deposited by the Escrow Agent into an interest-bearing, fully insured account, as directed by the Purchaser. The Deposit shall be applied to payment of the Closing Payment at Closing or shall otherwise be paid as herein provided. The Purchaser acknowledges and agrees that the Deposit, when made, is “At Risk” with respect to a default by the Purchaser of its obligations to close the purchase and sale of the Property Interest as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Dateset forth in this Agreement (as specifically set forth in Section 11.2). In the event the sale All interest earned in said account 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 Escrow Agent shall be for Seller to terminate this Agreement. All references in this Agreement to a “return the account of the Deposit” shall also be deemed Purchaser and reported by the Escrow Agent to include the Internal Revenue Service as income to the Purchaser (and the Purchaser agrees to execute a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinForm W-9 and any other tax documents necessary in connection therewith).

Deposit. Within one 2.1 Before your Tenancy begins you must pay the Deposit. The amount is specified in the Tenancy Particulars. This will be held by the Deposit Holder as Stakeholder. If the Deposit Holder is the Agent then it is confirmed that the Agent is a Member of the Tenancy Deposit Scheme. The Deposit is held as security against any breach by you of any of your obligations under this agreement (1but it does not represent the maximum that you may have to pay in such circumstances, which will depend on the losses suffered or the costs incurred by the Landlord as a result of any breach). Any interest earned on the Deposit shall belong to the Deposit Holder. 2.2 After the Tenancy the Deposit Holder on the Landlord’s behalf is entitled, with the written consent of the Landlord and the Tenant, to deduct from the sum held as the Deposit any monies required to compensate the Landlord for any damage or any other breach of the Agreement. The Landlord or the Agent (as the case may be) business day following shall notify the mutual execution and exchange Tenant in writing of any deduction to be made under this Agreement. That notice shall specify the amounts to be deducted and the reasons for any deductions to be made. No deduction will be made from the Deposit without the written consent of both parties. 2.3 After the end of the Tenancy the Deposit Holder on behalf of the Landlord shall return the Deposit, Buyer shall deposit into Escrow (as defined below) except in case of dispute subject to any deductions made under the Agreement, within 10 working days of the end of the Tenancy or any extension of it. If there is more than one Tenant, the Deposit Holder may, with the written consent of the Tenant, return the Deposit by cheque to any one Tenant at his last known address. 2.4 If the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars monies that the Deposit Holder is entitled to deduct from the Deposit exceeds the amount held as the Deposit, the Landlord or the Agent ($7,143.00as the case may be) (may require the “Initial Deposit”), Tenant to pay that additional sum to the Deposit Holder within 10 working days of the Tenant receiving that request in writing. 2.5 The Tenant is not entitled to withhold the form payment of a wire transfer any instalment of rent or any other monies payable to Chicago Title Insurance Company (“Escrow Holder”). Unless under this Agreement shall have on the ground that the Deposit Holder holds the Deposit or any part of it. 2.6 The Deposit has been terminated pursuant taken for the following purposes: 2.6.1 Any damage or compensation for damage to the provisions hereof prior theretoProperty its fixtures and fittings or for missing items for which the Tenant may be liable subject to an apportionment or allowance for fair wear and tear, no later than three (3) business days after the expiration age and condition of each and any such item at the commencement of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in tenancy insured risks and repairs that are 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 responsibility of the Deposit. In Landlord. 2.6.2 The reasonable costs incurred in compensating the event Landlord for or for rectifying or remedying any major breach by the Tenant of the consummation of Tenants obligations under the purchase and sale Tenancy agreement including those relating to the cleaning of the Property as contemplated hereunderits fixtures and fittings. 2.6.3 Any unpaid accounts for utilities or water charges or environmental services or other similar services or Council Tax incurred at the Property for which the Tenant is liable. 2.6.4 Any rent or other money due or payable by the Tenant under the Tenancy agreement of which the Tenant has been made aware and which remain unpaid after the end of the Tenancy. 2.7 If the amount in dispute is over £5,000.00 the Landlord and the Tenant agree to submit to formal arbitration through the engagement of an arbitrator appointed by the ICE although with the written agreement of both parties the ICE may at his discretion accept the dispute for adjudication. The appointment of an arbitrator will incur an administration fee to be fixed by the Board of the Dispute Service Limited from time to time shared equally between the Landlord and the Tenant, 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 liability for any further action subsequent costs will be dependent upon the award made 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)arbitrator.