Common use of Due Diligence Clause in Contracts

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller (a) From the sum date of $25.00, this Agreement until 5:00 p.m. CST on the receipt of date which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten four (104) days after prior to the Effective DateClosing Date (the “Examination Period”), Seller agrees to disclose and make available to Purchaser and its representatives, at Seller’s office and during Seller’s normal business hours, all records as may be reasonably requested by Purchaser for the purpose of permitting Purchaser to complete its due diligence review. Purchaser shall deliver to Buyer the Due Diligence Materials maintain any such report in confidence, unless and to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and otherwise required by Applicable Laws. (b) Seller shall agree permit Purchaser to inspect its records only to the extent that it may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. Subject to the consent and cooperation of third parties, Seller will cooperate with Purchaser in writing Purchaser’s reasonable efforts to obtain, at Purchaser’s sole expense, such additional information relating to the Assets as Purchaser may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. (which may be via ec) As part of its pre-mail) as to such date of completion of deliveryClosing diligence review, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall Purchaser will have the right to enter upon Property at Buyerconduct a Phase I environmental assessment of the Properties, subject to the terms set forth in this Section 6.1. Purchaser’s expensePhase I environmental assessment must be conducted by an agent or representative of Purchaser reasonably acceptable to both Seller and Purchaser. For purposes of this Agreement, a “Phase I environmental assessment” means (i) a review of Seller’s and the government’s environmental records, (ii) the submission of pre-inspection questionnaires to Seller, (iii) a site visit to visually inspect the Properties accompanied by a representative of Seller, and at reasonable times(iv) interviews with corporate and site personnel of Seller. A Phase I environmental assessment does not include soil or groundwater sampling, to inspectsubsurface testing or invasive sampling or testing of any kind, surveynor shall any such sampling or testing be permitted without the prior written approval of Seller, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Propertywhich approval shall not be unreasonably withheld or delayed. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents be entitled to receive a copy of any final Phase I inspection reports for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementProperties.

Due Diligence. Buyer has paid Seller From and after the sum of $25.00date hereof through and including 5 p.m. eastern time on August 15, 2011 (the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the “Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials”), Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon examine, inspect and investigate the Property and other matters associated therewith, and, at Buyer’s expensesole and absolute discretion, to determine whether the Property is acceptable to Buyer and to obtain all necessary internal approvals. Seller shall permit Buyer, its engineers, analysts, contractors and agents to conduct non-invasive physical inspections of the Property, including the structural, electrical and mechanical aspects of the Improvements, the interiors of all buildings, supports, site work, foundations, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and at reasonable times, any other non-invasive investigations as Buyer deems prudent or desirable with respect to inspect, survey, examine, and test the physical condition of the Property. Provided Buyer shall restore any damage resulting to the Property as by reason thereof, Buyer shall also have the right to conduct minimally invasive testing of the Property associated with any existing asbestos and lead paint located on the Property and any Phase II environmental assessments recommended by any Phase I environmental site assessment of the Property obtained by Buyer, provided Buyer shall provide seller with not less than three (3) business days prior written notice of such testing. Such investigations may deem necessary as part of Buyer’s acquisition be made by Buyer and/or its agents during any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, which relate to the use and occupancy of the Property. Seller shall allow cooperate to assist Buyer in completing such inspections and its representatives special investigations and agents access toSeller shall also make available to Buyer (in an office of the Seller’s property management company) for review and copying by Buyer (at Buyer’s expense) copies of any property information in Seller’s possession, provided Seller makes no representation or warranty as to the accuracy or completeness of such information. Notwithstanding anything contained in this Section 3.1, Seller need not deliver or make available to Buyer Seller’s internal confidential memoranda, attorney-client privileged materials and other confidential materials. Buyer acknowledges that any and all of the items provided by or on behalf of Seller that are not otherwise known by or available to the public are proprietary and confidential in nature and are delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose such non-public Due Diligence Items, or any of the provisions, terms or conditions thereof, to any party outside of Buyer’s organization other than its agents, consultants, attorneys, representatives, prospective partners and their counsel and prospective lenders and their counsel. Such physical inspections and investigations of the Property shall be conducted only upon no less than twenty-four (24) hours’ notice (which may be telephonic) to Seller and shall be conducted at such times and in such a manner as to minimize any unreasonable disruption to tenants upon the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. Anything contained herein to the contrary notwithstanding, Buyer shall not communicate (whether in person or by telephone) with any officials at environmental, zoning, assessment or other government agencies regarding the Property or the Seller by name without Seller’s prior written consent (which consent shall not be unreasonably withheld), with the exception that Buyer shall be entitled to obtain from the Government of York County, Virginia both a zoning letter from, and a response to a FOIA request for a “no-Building Code violations” letter. Seller (and, at Seller’s option and cost, Seller’s counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any governmental and quasi-governmental authorities and officials, including but not limited to any neighborhood commission members, whether at a formal or informal meeting. Purchaser shall provide documents for reviewcopies of any correspondence sent to or received from such officials, whichever within two (2) business days after receipt or dispatch, as the case may be. Purchaser shall not have the right to make any commitments to any such parties that are in any way binding on Seller or the Property. In addition, and notwithstanding the foregoing, Buyer and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with respect their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property at all reasonable times by reason of the exercise of its rights hereunder; (g) restore the Improvements and shall cooperate with the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Due Diligence Period concerning the Property to anyone outside Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsorganization other than its agents, staff consultants, attorneys, representatives, prospective partners and other parties who have experience with the Property’s ongoing operationstheir counsel and prospective lenders and their counsel, except as may be required by applicable law. Buyer shall indemnify shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and physical testing. Buyer shall, and does hereby agree to indemnify, defend and hold Seller the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, injuries demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and damages to persons and/or property arising out expenses (including, but not limited to, reasonable attorneys’ fees) caused by reason of Buyer’s or resulting from Buyer’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to this Section 3.1, including, without limitation, (i) claims made by any tenant against Seller for personal injury or property damage resulting from Buyer’s inspection rights; provided, however, wrongful entry into such tenant’s premises in connection with Buyer’s indemnity obligations review of the Property; provided that, in no event shall not extend to Buyer be liable for any claims, injuries or damages diminution in value of the Property resulting from or relating in connection with the findings of Buyer’s due diligence studies pursuant to (i) any action of Seller or its agents or representatives or this Section 3.1 and (ii) any existing environmental contamination or other conditions with respect Buyer’s obligations pursuant to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyerthis Section 3.1. Buyer shall have obtain and maintain insurance from a creditworthy company with a policy limit of not less than Two Million Dollars ($2,000,000.00) for the right to terminate purposes of its obligations and liabilities under this Agreement by delivering notice Section 3.1, and shall deliver to Seller at or before 11:59 p.m. Eastern time on a certificate of such insurance naming the last day Seller as an additional insured, prior to Buyer’s physical inspections of the Due Diligence Period, if Buyer determines, for Property. This Section 3.1 shall survive the Close of Escrow and/or any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in termination of this Agreement.

Due Diligence. Buyer has paid Seller the sum of $25.00shall, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten within seven (107) business days after the Effective Date, Seller shall deliver make available to Buyer true and correct copies of the Due Diligence Materials documents, reports and other materials and information pertaining to the extent within Assets, which are in Seller’s possessionpossession or control and set forth on the attached Exhibit I (the “Seller Materials”). Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s agents, consultants, contractors, engineers and other representatives and agents shall thereafter have the right for fifteen (15) days after receipt of the Seller Materials (the “Due Diligence Period”) to review the Seller Materials and to satisfy itself as to the feasibility and acceptability of the Assets for the Buyer’s intended use and to enter upon Property at Buyer’s expense, and at reasonable times, onto each of the Properties to inspect, survey, examine, inspect and test the Property Properties and the other Assets including all buildings, improvements and equipment located thereon. In addition, the Seller shall permit Buyer and its authorized representatives reasonable access, upon forty-eight hours advance notice, to all of Seller’s premises, books, records, financial records and key personnel relative to the Retail Business and the Assets and shall cause its key personnel to furnish Buyer with such financial, operating and other information regarding the Seller’s Retail Business, Assets, contracts, liabilities, employees and properties as Buyer may deem necessary as part of reasonably request. Buyer’s acquisition analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, environmental testing and studies (including but not limited to Phase I and Phase II environmental site assessments), perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Buyer, in its sole discretion, deems appropriate (collectively, the “Property and Retail Business Studies and Analysis”). Buyer shall indemnify, hold harmless and defend Seller from and against all property damage, suits, actions, expenses, judgments, other damages and claims (including attorney and expert fees) resulting from Buyer’s Property and Retail Business Studies and Analysis. In the event Buyer makes borings or causes any physical change to the Properties as a result of the Property. Seller Property and Retail Business Studies and Analysis, Buyer shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever return the case may be, with respect Properties to their condition prior to the Property at all reasonable times and shall cooperate with Retail Business Studies and Analysis. In the event that the Buyer determines that the results of any analysis, inspection or testing of the Seller Materials and/or Assets or the Property and Retail Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing sole discretion, Buyer to vendorsmay, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect by written notice delivered to the Property that may be discovered by Buyer as Seller prior to the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Period, if Buyer determines, for any reason either (i) terminate this Agreement; or no reason, that it is not desirable (ii) waive as a condition to proceed with the transactionBuyer’s obligations hereunder all Inspection Defects. In such eventthe event that this Agreement is terminated by Buyer pursuant to this Section 6, Holder Buyer will deliver a copy of the Property and Retail Business Studies and Analysis and return all Seller Materials to Seller and there shall promptly refund be no further liability or obligation on any of the ▇▇▇▇▇▇▇ Money to Buyer, parties hereto and neither party this Agreement shall have any further become null and void. The obligations or liability of Seller and Buyer under this Agreement except as expressly provided in this AgreementSection 6 shall survive Closing.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during Operating Partnership shall have the Due Diligence PeriodPeriod in which to examine and inspect the Property to determine, in its sole discretion, whether the Property is satisfactory to the Operating Partnership. Within ten The Operating Partnership and other parties designated by it (10collectively, “Operating Partnership’s Representatives”) shall have reasonable access to all books and records for the Property that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (3) days after the Effective Datesubmission by Operating Partnership of a written request for such testing. Operating Partnership shall indemnify, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expensedefend, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller Contributor harmless from and against any and all claims, injuries and damages to persons and/or property liens arising out of its inspections as well as any claims asserted by third parties against Contributor (other than those arising out of the gross negligence or resulting from willful misconduct of Contributor or any of its Affiliates (other than Operating Partnership, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the exercise of Buyer’s inspection rightsProperty; provided, however, Buyer’s the indemnity obligations shall not extend to protect Contributor from any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any pre-existing environmental contamination or other conditions with respect to the Property that may be liabilities for matters merely discovered by Buyer Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the result of its investigations. During the Due Diligence Period, Buyer may evaluate date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the feasibility term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the transactionProperty, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the availability and cost termination of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day for a period of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementtwelve (12) months.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after At any time between the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer Date and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer Redeveloper and BuyerRedeveloper’s agents, representatives and agents employees (collectively the “Entrants”) shall have the right continuing right, on three (3) days prior notice to enter upon Property at Buyer’s expensethe Township (the “Entry Notice”), and at reasonable times, to inspectenter the Township-Owned Property to carry out or perform any inspections, tests, investigations and studies (the “Entry Activities”) of the Township-Owned Property which Redeveloper deems necessary or appropriate for purposes of ascertaining the physical feasibility of redeveloping, or to survey, examinethe Township-Owned Property. The Township agrees to reasonably cooperate with Redeveloper and Redeveloper’s professionals and consultants in making the Township-Owned Property available for such investigations and Entry Activities. Redeveloper’s Entry Notice shall set forth a date and time of entry, the identity of all persons and entities who shall enter upon the Property, the estimated duration of the entry, and test a description of the anticipated Entry Activities to be performed during the entry and locations where the activities will be performed. The Township shall have the right, but not the obligation, to have representatives present during each such access to the Property as Buyer may deem necessary as part in order to observe all Entry Activities. Redeveloper shall have the right to collect split samples from any samples taken by Entrants upon prior notice of Buyer’s acquisition of same. All activities performed by the Entrants shall be undertaken in a good and workmanlike manner, and shall not cause any permanent damage to the Property. Seller While performing the Entry Activities, the Entrants shall allow Buyer exercise that degree of care and skill ordinarily exercised under similar circumstances by members of the environmental and engineering consulting professions, as applicable, performing the kind of Entry Activities being performed hereunder and practicing in the same or similar locality during the same general period of time. Redeveloper shall pay for all Entry Activities performed, and cause its representatives authorized consultants, agents, contractors, and agents access tosubcontractors, or shall provide documents for review, whichever as the case may be, to pay for all work, free and clear of all mechanic’s and construction liens and encumbrances. If the Entry Activities results in the discovery of handling of hazardous materials or any contamination, Redeveloper agrees that Entrants will use that degree of skill and care in exercising its rights under this Agreement that are consistent with respect prudent procedure under such circumstances. Redeveloper, at its own cost and expense, shall obtain all governmental approvals (local, state and federal) and any other approvals necessary for the Entry Activities, including obtaining a ▇▇▇▇-out of all utilities at the Property, prior to the commencement of any Entry Activities. The Township shall have no responsibility whatsoever for any damage to existing improvements, utilities, or communications systems caused as a result of work performed under this Agreement. Redeveloper shall provide to the Township evidence of insurance coverage in types and amounts reasonably acceptable to Township, prior to gaining access to the Township-Owned Property or conducting any tests or investigations thereon. All such insurance policies and declaration pages shall name the Township as an additional insured, and, prior to the initial entry contemplated by the section, Redeveloper shall provide the Township with declaration pages showing that it has been named as an additional insured. It is understood that Redeveloper’s right of entry under this Section will be at all reasonable times Redeveloper’s sole risk, and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller Redeveloper agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller the Township, including its collective employees, officers, agents, and representatives, harmless from and against any and all damages, liability, claims, injuries costs, obligations, payments, penalties, fines, expenses (including reasonable attorneys’ fees, engineering fees, or other professional fees) and damages to persons and/or property judgments incurred by or asserted against Township or the Township-Owned Property arising out of or resulting from in connection with Redeveloper’s due diligence and Entry Activities at or on the exercise of Buyer’s inspection rights; providedTownship-Owned Property, excluding, however, Buyer’s indemnity obligations shall not extend to any liability, claims, injuries costs, or damages resulting from or relating to (i) any action expenses arising out of Seller or its agents or representatives or (ii) any existing environmental contamination violations of Environmental Laws or other conditions with respect to Applicable Laws identified or discovered at the Township-Owned Property that may during the course of Redeveloper’s investigations but not caused by Redeveloper, and further excluding any damage, liability, claims, costs, or expenses caused by the Township’s own gross negligence or willful act or omission. Redeveloper shall further be discovered by Buyer as responsible for restoring the result of its investigationsTownship-Owned Property following any intrusive testing, sampling or similar activity. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility Redeveloper’s obligations under this Section shall survive delivery of the transaction, the availability and cost Deed or any termination of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. (A) Buyer has paid Seller shall have the sum of $25.00right, after the receipt of which is hereby acknowledged by Contract Date and upon advance notice to Seller, to access the Premises to inspect, investigate and conduct due diligence as option money for to matters relating to the Premises, including but not limited to the environmental conditions, zoning, governmental approvals, road access, property taxes, and any other conditions that Buyer having the right deems necessary; provided that Buyer delivers to terminate this Agreement during the Due Diligence Period. Within Seller ten (10) days after in advance of entry, written notice of Buyer’s intent to conduct due diligence and the Effective Datename of any consultant, agent, contractor or other who Buyer desires to enter the Premises for this purpose, with Buyer’s request that access be granted to such person or persons. Seller shall deliver agrees to use its best efforts to respond to such request from Buyer the Due Diligence Materials to the extent within ten (10) days of receipt, and with Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materialsapproval, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right thereafter, at its own risk, cost and expense, to enter, or cause its approved agents and representatives to enter upon Property at Buyer’s expensethe Premises, upon advance notice to Seller, for the purpose of making surveys, tests, borings, inspections, investigations, or conducting any architectural, engineering, structural, economic, environmental, mechanical and any other study of the Premises as Buyer deems necessary. Seller will provide access to available and relevant documents and records. Buyer has ninety (90) days from the Contract Date to complete their investigation and due diligence (hereinafter “Due Diligence Period”) unless extended by written agreement of Seller per section 2A of this agreement. (B) Buyer agrees that they will keep confidential and not disclose to any third party except its attorneys, lenders, and at reasonable timesconsultants, to inspectany of the due diligence materials and any additional environmental, and/or other studies, tests, reports, and other documents generated in the due diligence activities or related activities that may be conducted by either party. Any final report, analytical data, survey, examineand/or drawing generated during the due diligence period by Buyer shall be provided to Seller within a reasonable time period prior to Closing. All due diligence materials shall be delivered to Seller immediately upon the termination of the agreement or in the event the transaction contemplated by the parties fails to close. (C) The confidentiality obligation herein does not apply to any information that (i) is public knowledge on the date hereof; (ii) is in Buyer’s possession on the date hereof; (iii) becomes public after the date hereof other than due disclosure by Buyer or its attorneys, lenders, or consultants; (iv) is obtained by Buyer from an independent third party who Buyer reasonably believes after due inquiry is free to deliver such material free of any confidentiality obligation; or (v) is the subject of any court order or other legally-mandated disclosure. (D) Buyer shall indemnify, defend, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. hold harmless Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all property damage, personal injury, and/or death claims, injuries suits, demands, liabilities, damages, expenses and damages to persons and/or property arising costs, (including attorney fees, consultant fees and other legal costs), of whatever kind or nature whatsoever that may arise out of or resulting result from any claim, suit, act, judgement, demand or which may be brought against Seller relating in any way associated with the exercise conducting of any activity upon the Premises in connection with Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to due diligence investigation of the Premises. Buyer further agrees that before it or any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigationsconsultants visit the Premises for due diligence purposes, it will obtain and maintain in full force and effect, or will cause its consultants to do so, Commercial General Liability insurance under an occurrence policy form in an insurance company or companies satisfactory to Seller, for bodily injury, including death, and property damage in a minimum amount of Two million Dollars ($2,000,000.00) per occurrence and Four million Dollars ($4,000,000.00) in the aggregate. During Buyer further agrees that before it or any of its consultants or contractors visit the Due Diligence PeriodPremises, Buyer may evaluate the Property, the feasibility of the transaction, the availability shall procure and cost of financingmaintain, and any other matters shall require its consultants and contractors to procure and maintain insurance policies in accordance with the terms and provisions outlined in Exhibit “I” attached hereto and incorporated herein, including without limitation, adding Seller as an Additional Insured; obtaining waiver of concern subrogation; agreeing to Buyergive Seller sixty (60) days’ prior written notice upon policy cancellation or change; and providing subcontractor coverage (if applicable). Buyer further agrees to immediately provide a copy of Exhibit “I” to its insurance company and/or insurance agent. Upon Seller’s consent, Buyer shall have the right , at its risk, cost and expense, to terminate this enter or cause its approved agents to enter upon the Premises in accordance with the consent of Seller. (E) Seller shall cooperate with the Buyer in its dealings with governmental agencies during the Permitting Period. This Agreement of Sale shall include mutually agreed upon milestones to monitor Buyer’s progress for submission of required applications during the Permitting Period and milestones to monitor the progress of the necessary approvals by delivering notice the appropriate governmental agencies. (F) Buyer shall provide to Seller copies of all engineering plans, surveys, environmental site assessments, traffic generation reports, and all materials submitted to or received from any governmental entity or agency of or pertaining to the Property, which items, to the extent not already provided to Seller at the time of any termination of this Agreement, are to be delivered to Seller within twenty-one (21) days after such termination. Such items may be retained by and used by Seller after Closing or before 11:59 p.m. Eastern time on any termination of this Agreement, as the last day case may be, and Buyer shall provide such consents or other documentation as Seller shall request so that Seller may do so. (G) If the results of the Due Diligence PeriodBuyer’s investigation, if study, test or report are not satisfactory to Buyer determinesor Seller, for any reason or no reasonan unacceptable environmental concern is revealed, that it or Buyer is not desirable unable to proceed with the transaction. In such eventsecure acceptable financing solely as determined by Buyer, Holder shall promptly refund the either Buyer or Seller in their sole and absolute discretion and/or judgment may terminate this Agreement, and Buyer’s ▇▇▇▇▇▇▇ Money to Buyerwill be returned (with interest), and neither party both Buyer and Seller shall have be relieved of any further obligations or liability under this Agreement except Agreement; provided, however, each party shall pay their respective costs and expenses as expressly provided in this Agreement. (H) In the event Buyer elects to proceed with the purchase of the Premises with such environmental concern “AS IS, WHERE IS, WITH ALL FAULTS”, Buyer shall not be entitled to any environmental indemnification regardless of whether the investigation, study, test or report identified or failed to identify any pre-existing environmental concern or condition on the Premises and/or adjustment to the purchase price as a result thereof. If for any reason the purchase is not subsequently closed, then Buyer shall grant Seller ownership of the final report by Buyer’s consultant, with Seller having the right to utilize the report as if Seller had commissioned the site assessment. (I) The provisions of this Section, its subparts, and Exhibit “I” shall survive delivery of the deed and termination of this Agreement, if any.

Due Diligence. 8.1 The Seller confirms that the Buyer has paid is entitled to conduct the business, financial, legal and tax due diligence of the Target Companies (the „Due Diligence”). 8.2 The Seller shall cause the sum managements of $25.00, the receipt Target Companies to undertake all necessary actions to grant the Buyer and its advisors (subject to confidentiality undertakings) access to all requested information about each of which is hereby acknowledged the Target Companies and its activities reasonably deemed by Seller, as option money for the Buyer having or its advisors necessary to conduct the right to terminate this Agreement during Due Diligence. Scope of the Due Diligence Periodwill encompass, in particular, operational activities and financial statements of the Company for the past 3 (three) years (i.e. 2007, 2008 and 2009), including all the documents required in order to determine the Target Companies 2009 EBITDA. Within ten (10) days after The scope of due diligence will encompass material agreements with suppliers, clients, real estate leasing, material potential liabilities related to in particular due taxes and employees’ remuneration and other documents reasonably requested by the Effective Date, Buyer. The Seller shall deliver to ensure that each of the Target Companies discloses, within reasonable time, all such information, documents or data, requested by the Buyer or its advisors. 8.3 A data room established for the purpose of the Due Diligence Materials will be the Virtual Data Room (the „VDR”) with the pertinent, standard tool allowing the Buyer and its advisors to ask questions. 8.4 The Seller is obligated to ensure that the Due Diligence commences on April 12, 2010, i.e. by that date the VDR is established and the amount of documents, which as a standard are under examination in the transactions of similar type, sufficient to commence the due diligence by the Buyer, are stored in the VDR. The Buyer is entitled to continue its Due Diligence for the period of six consecutive weeks. If necessary to provide further disclosure to the extent within Seller’s possessionBuyer, the Seller may reopen the VDR after such period to allow further Due Diligence. Upon Following the completion of Seller’s delivery the Restructuring Measures, the documents related to Buyer such Restructuring Measures shall be placed in the VDR, and the Parties shall agree the timing of all such one additional week of Due Diligence Materials, and access to the VDR for the Buyer and Seller shall agree in writing (which may be via e-mail) as order to review such date of completion of deliverydocuments, which shall be completed prior to Closing Date. 8.5 The Seller shall provide the date Buyer with an electronic copy (on a DVD or other media) of commencement the VDR within 7 (seven) days following the completion of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have (i.e. Due Diligence covering also the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition examination of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate Restructuring Measures – Section 8.4 in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementfine).

Due Diligence. Buyer has paid Seller (a) Purchaser shall have through the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement last day of the Due Diligence Period. Prior Period in which to Closingexamine, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expenseinspect, and at reasonable timesinvestigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to inspect, survey, examine, and test determine whether the Property as Buyer may deem is acceptable to Purchaser and to obtain all necessary as part of Buyer’s acquisition of the Propertyinternal approvals. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect Notwithstanding anything to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate contrary in introducing Buyer to vendorsthis Agreement, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that Purchaser may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering giving written notice of termination to Seller at (the “Due Diligence Termination Notice”) on or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period. If Purchaser does not give a notice of its intent to continue this Agreement beyond the expiration of the Due Diligence Period, if Buyer determinesPurchaser shall be deemed to have given a Due Diligence Termination Notice, and this Agreement shall be deemed terminated. (b) Purchaser shall have reasonable access to the Property for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling, but subject to the restrictions set forth below), and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall provide not less than one (1) business day’s prior notice to Seller before conducting any investigations, study, interview or test to or at the Land and the Improvements, and Seller’s representatives shall be permitted to attend any interview which Purchaser determines to conduct with any tenant of the Property (c) Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement, upon reasonable notice, for any reason the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s or no reasonits property manager’s possession and Purchaser shall have the right to conduct a “walk-through” of the Property prior to the Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries. (d) Purchaser hereby covenants and agrees that it is shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not desirable unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall give Seller at least one (1) business day prior notice of Purchaser’s intention to proceed conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Due Diligence investigations, and shall not be permitted to perform an Intrusive Investigation unless Seller tenders written approval to such Intrusive Investigation within such period. In the event Purchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land or the Improvements, such as sampling of soils, other media, building materials, or the other comparable investigation, Purchaser will provide a written scope of work to Seller describing exactly what procedures Purchaser desires to perform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its reasonable discretion. (e) Purchaser and Purchaser’s representatives shall, in performing its Due Diligence inspections, comply with the transaction. In such eventagreed upon procedures and with any and all laws, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyerordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Unless required by applicable law, regulation or subpoena, neither Purchaser nor Purchaser’s representatives shall report the results of the Due Diligence inspections to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. (f) Purchaser or Purchaser’s representatives, as applicable, shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $1,000,000 covering any accident arising in connection with the presence of Purchaser or Purchaser’s representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party shall have costs associated with its Basic Project Inspection. Purchaser shall, at Purchaser’s sole cost, repair any further damage to the Land or the Improvements resulting from the Due Diligence inspection, and, to the extent Purchaser or Purchaser’s representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Due Diligence inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to the condition in which the same were found before such alteration, modification, disturbance or change. (g) Purchaser hereby indemnifies, protects, defends and holds Seller, its affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with the negligent actions or misconduct of Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s representatives entry upon the Land or the Improvements hereunder, excluding those caused by Seller’s gross negligence of willful misconduct. (h) The obligations or liability of the Purchaser under this Agreement except as expressly provided in this paragraph shall survive the termination of the Agreement.

Due Diligence. Buyer has paid Seller (a) For a period not to exceed ninety (90) days following the sum Effective Date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during (the “Due Diligence Period”), during normal business hours SPI shall make the Property available for inspection. Within ten If there is any term(s) or provision(s) that conflicts with the Agreements (10as defined in subsection 1(s) days hereof), this Agreement shall control. (b) Notwithstanding any other provision of this Section 3.1 and its subparagraphs, Renegy shall be solely responsible for conducting an independent investigation and verification of the Environmental Condition of the Property. Renegy shall inspect, review and otherwise perform whatever acts Renegy deems necessary, at Renegy’s sole cost and expense, to determine the condition of the Property so that, after the Effective Closing Date, Seller Renegy may use, operate, repair and maintain the Property in its present location. Renegy shall deliver to Buyer not test, collect or conduct environmental investigation of the Due Diligence Materials to the extent within SellerProperty or remove any soil, groundwater or other materials, until Renegy’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer testing plans and Seller shall agree procedures have been approved in writing by SPI which approval shall not be unreasonably withheld, however, reasonable grounds for withholding such approval shall include, but not be limited to, potential exacerbation of Environmental Conditions and interference with SPI’s operations. (which may be via e-mailc) as to such date of completion of delivery, which shall be the date of commencement Renegy’s investigation and inspection of the Due Diligence PeriodProperty shall not unreasonably interfere with SPI’s business or operations on the Property. (d) Renegy shall bear all of its own costs, expenses, liabilities and charges incurred in connection with its access to Property and in connection with any reviews, inspections or investigations, pursuant to this Section 3.1. (e) Renegy shall notify SPI no later than two (2) working days prior to any inspection of the Property. Prior to Closing, Buyer and Buyer’s representatives and agents SPI shall have the right to enter have a representative accompany Renegy during each such inspection. 5 – AGREEMENT FOR ENVIRONMENTAL CONDITIONS (f) Renegy shall, promptly upon Property at Buyer’s expensereceipt by Renegy, provide to SPI copies of all reports and studies, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to environmental investigations also raw data, collected or prepared by or on behalf of Renegy in connection with Renegy’s due diligence or the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided addressed in this AgreementSection 3.

Due Diligence. (a) Buyer has paid Seller the sum of $25.00may complete, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer at its sole cost and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, inspections, surveys (including an ALTA survey), environmental diligence (including a Phase I and at reasonable timesPhase II Environmental Assessment), to inspectzoning and entitlement review, survey, examineany due diligence investigation as defined in the Letter of Intent Section 8, and test studies of the Property as Buyer deems necessary or appropriate to inspect or evaluate the Property. (b) Buyer may deem necessary request and Seller will provide to Buyer, all material and information and documentation, that is in the possession of the Seller, and which is stored in an electronic medium, including but not limited to leases, covenants, conditions, and restrictions, drawings, and plans if any, which is in its possession, its affiliates, and/or property manager possession, and Seller shall provide access to certain City archives containing additional information regarding the Property or the Environmental Restrictions, (c) ▇▇▇▇▇ understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by the Buyer and Seller after reasonable prior written notice from Buyer to the Seller (which shall, in all cases, be at least 24 hours in advance), and in compliance with the Environmental Restrictions. If Buyer desires to do any invasive testing at the Property, then Buyer shall do so only after reasonable prior written notice to the Seller (which shall, notwithstanding anything to the contrary contained above, be at least three (3) business days in advance) and obtaining the Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned, or delayed, and which consent, if given, may be subject to any terms and conditions imposed by the Seller in its reasonable discretion, including, without limitation, the prompt restoration of the Property to substantially the same condition as part of existed prior to any such inspections or tests, at Buyer’s acquisition sole cost and expense. Prior to conducting any physical inspection or testing at the Property, other than a mere visual examination, by Buyer or its agents, employees, contractors, or representatives, Buyer shall deliver insurance certificates to the Seller evidencing that Buyer carries and maintains such general liability insurance policies with such companies and in such scope and amounts as are acceptable to the Seller in its reasonable discretion, and in all cases, naming the Seller as an additional insured party and loss payee thereunder. At the Seller’s request, ▇▇▇▇▇ shall promptly furnish to the Seller copies of any reports received by Buyer relating to its inspections of the Property. Seller shall allow In conducting any physical inspections or tests of the Property, Buyer will comply the requirements and its representatives and agents access torestrictions contained in the Environmental Restrictions, or shall provide documents which may include seeking DEQ approval for review, whichever activity at the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller Property. (d) ▇▇▇▇▇ agrees to cooperate in introducing Buyer to vendorsprotect, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify indemnify, defend, and hold Seller the City, its partners, members, and affiliates and each of their respective officers, directors, shareholders, employees, agents, successors, and assigns (collectively the "Indemnified Parties") harmless from and against any and all claimsclaims for liabilities, losses, expenses (including reasonable attorneys' fees), damages, or injuries and damages to persons and/or property actually incurred by any of the Indemnified Parties arising out of, resulting from, relating to, or connected with: (a) any inspections or testing of the Property by Buyer or resulting from its agents, representatives, contractors, or employees and (b) any breach or violation of the exercise provisions of this Section on the part of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to . (ie) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money agrees that Seller or its employees or agents may accompany Buyer when Buyer conducts any physical inspection of the Property. Buyer’s physical inspection of the Property may include soils and geotechnical assessments and an ASTM Phase I survey, or equivalent environmental due diligence investigation, of the Property to Buyerdetermine or confirm the condition of the Property. (f) Buyer will not suffer or permit to be enforced against the Property, or any part of the Property, any preconstruction or construction liens arising from the work of the Buyer or any of its contractors or agents, and neither party shall have Buyer will pay or cause to be paid (or otherwise resolved through bonding or other appropriate security instrument as provided by applicable law) all of the liens, claims, or demands before any further obligations action is brought to enforce the same against the Property. ▇▇▇▇▇ hereby indemnifies, defends, and holds harmless Seller from and against all loss, cost, expense, liability, damage, fine, or liability under other claim (including attorneys’ fees and related costs) arising out of or in any way connected with work performed or materials or supplies furnished for Buyer or its contractor, agents, or employees. (g) The provisions of this Agreement except as expressly provided in Section 8 will survive Closing or earlier termination of this Agreement.

Due Diligence. Buyer has paid Seller shall have sixty (60) days from the sum date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during (the “Due Diligence Period”) to undertake its title examination and conduct its review, surveys, research, inspections, and consult with its attorneys, engineers, and consultants regarding any matters pertaining to the Property (the “Due Diligence”). Within ten Seller agrees to provide the Buyer and the Buyer's duly authorized agents with reasonable access to the Property upon reasonable prior advance notice to enable the Buyer to inspect, survey and examine the Property, take measurements and perform such tests as Buyer in his sole discretion determines are necessary (10) days after collectively, the Effective Date, Seller shall deliver to Buyer the “Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsInvestigations”), Buyer and Seller shall agree in writing (which may include, but shall not be via e-maillimited to: A) Environmental assessment of the property as to such date required by Lender; B) Town of completion Middletown approval for the proposed business of delivery, which a tattoo business; C) Such other and further tests as Buyer shall be deem prudent for the date of commencement property and its intended use. All of the Due Diligence Period. Prior to Closing, Investigations shall be conducted by Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s sole cost and expense, and at reasonable times, to inspect, survey, examine, and test the Property as . The Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect promptly repair any damage to the Property at all reasonable times property caused by such access, inspection or tests and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsindemnify, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify defend and hold the Seller harmless from and against any and all claims, injuries and damages to persons and/or property demands, actions, causes of action or other liabilities arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions in connection with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyersuch access. Buyer shall have the right to terminate this Agreement by delivering notice to notify Seller at on or before 11:59 5:00 p.m. Eastern time on the last day of the Due Diligence PeriodPeriod (the “Notification Deadline”) if she deems any of her Due Diligence to be unsatisfactory, if Buyer determines, in her sole discretion and for any reason whatsoever, or for no reason, that it is not desirable and the Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void without recourse to proceed with the transactionparties hereto. In the event the Buyer fails to exercise the aforesaid right to terminate this Agreement pursuant to written notice before the Notification Deadline, the Buyer will be deemed satisfied with all of the Buyer’s Due Diligence relating to the Property and this agreement shall remain in full force and effect. Notwithstanding the foregoing, if Seller delivers to Buyer any material information pertaining to the Property after the Notification Deadline which Buyer deems to be unsatisfactory, in his sole discretion and for any reason whatsoever, or for no reason, then for the five (5) day period after delivery of such eventinformation, Holder Buyer shall promptly refund again have the ▇▇▇▇▇▇▇ Money right and option to terminate this Agreement and the Deposit shall be forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void without recourse to the parties heretoThe Buyer may conduct the following due diligence: The Buyer shall have 10 calendar days from the full execution of this agreement to conduct physical and mechanical inspections of the structure. If the Buyers are not satisfied with said due diligence, then the Buyer must so notify the Seller, in writing on or before the 10 th day from the full execution of this Agreement. If said notification is given, then this Agreement shall become null and void and all deposits shall be returned. If no such timely notification is given, then this clause shall be deemed null and void. It is agreed that any environmental assessment, as required by the lending institutions, must be completed within 30 days of the full execution of this Agreement. If said assessment is unsatisfactory to the Buyer, and neither party shall have any further obligations or liability under the Buyer’s lenders, then notification must be given to the Seller, within 30 days of the full execution of this Agreement. Upon such a notification, this Agreement except as expressly provided in this Agreementshall become null and void.

Due Diligence. Buyer has paid Seller will have until the sum latter of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10i) forty-five (45) days after the Effective Datefull execution of this Agreement by both parties hereto, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion or (ii) forty-five (45) days after delivery of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement each of the following items (the "Due Diligence Period. Prior ") to Closingconduct all of its inspections and due diligence and satisfy itself regarding each item, Buyer the Property and Buyer’s representatives this transaction. a. The original and agents shall have the right to enter upon Property at Buyer’s expense, one copy of a title insurance commitment for an ALTA owner's title insurance policy (see paragraph 8 below) b. Copies of such "as built" plans and at reasonable times, to inspect, survey, examine, and test specifications for the Property as Buyer may deem necessary Seller can locate after diligent search. c. Copies of an "as part built" survey of Buyer’s the Property done concurrent with Seller's acquisition of the Property. . d. Current lease, and rent payment history showing occupancy date, lease expiration date, rent, and security deposit, if any, accompanied by such tenant financial statements as may have been provided to Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever by the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against Tenant. e. Copies of any and all claims, injuries existing soil tests and damages to persons and/or property arising out of environmental tests previously done by or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or for Seller relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigationsProperty. During the Due Diligence Period, Buyer may evaluate and Seller as a condition to both parties' obligations hereunder, shall attempt to agree upon a mutually acceptable form of assignment and assumption of lease and personalty of Seller on the Property, if any, with respective pre and post closing indemnification clauses, and an Estoppel Certificate executed by existing tenant on such form reasonably approved by Buyer. Seller shall provide Buyer access to the feasibility Property from time to time for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the transaction, the availability and cost of financing, and any other matters of concern Due Diligence Period to Buyercomplete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the extent caused by the actions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. The foregoing duty of indemnification shall include the duty to pay all reasonable attorney's fees incurred by the Seller in responding to or defending any such claims or proceedings. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned the First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. After passage of the Due Diligence Period and Buyer's failure to terminate this Agreement as provided above, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by delivering notice to Seller at or before 11:59 p.m. Eastern time on Buyer and its inspection of the last day of property during the Due Diligence Period. Buyer shall have ten (10) business days, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money from written notice to Buyer, and neither party shall have to review any further obligations or liability under adverse material changes in any of the due diligence items received prior to the Closing Date to terminate this Agreement. Except for the foregoing, if this Agreement except as expressly provided in this Agreementis not canceled, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. Buyer has paid Seller the sum Buyer, or its designees, will have a period of $25.00, the receipt thirty (30) days after Seller's execution of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during (the "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. Within ten All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Buyer agrees to complete its lease audit, financial inspection and physical review within the first fifteen (1015) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to ClosingAll third party reports must be ordered within said first fifteen (15) day period. If the Closing of the Property does not occur, Buyer and Buyer’s representatives and agents shall have the right will make such repairs as necessary to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test leave the Property in the same condition as Buyer may deem necessary as part of prior to entry by Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to . (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Expense Statements for the last two (2) calendar years 3. Expense Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the feasibility last full calendar year if in Seller's possession 5. As-built survey, if in Seller's possession 6. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date, as well as all equipment leases or personal property financing/lease agreement 7. Copy of the transaction, latest insurance declaration covering the availability Property (the same may be within a master policy) 8. Make available originals or copies of the first and cost last page of financing, and any other matters all tenant leases for the Property in connection with each apartment unit. All of concern the foregoing will either be at the Property location or submitted to Buyer. Buyer shall have the right to terminate by Seller within two (2) days after execution of this Agreement by delivering notice both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report it receives immediately upon their completion and availability to Buyer. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or before 11:59 p.m. Eastern time on reject the last day Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period, if Buyer determinesshall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for any reason or no reason, that it is not desirable to proceed cancellation in accordance with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under specific provisions of this Agreement except as expressly provided in this AgreementContract.

Due Diligence. Buyer has paid Seller shall have a period of time beginning on the sum first day following the Opening of $25.00Escrow and expiring one hundred twenty (120) days thereafter (the “Due Diligence Period”) to conduct inspections and investigations on all the Property (Phase 1 and Phase 2) to satisfy Buyer with respect to the physical condition of the Property, surveying, financing, appraised value, the receipt condition of which is hereby acknowledged by Sellertitle to the Property and as to the feasibility and suitability of the Property for Buyer’s intended purpose. During the Due Diligence Period, as option money Buyer, at Buyer’s expense, shall (i) conduct all desired physical, environmental, and other types of inspections and investigations to determine the value and condition of the Property; (ii) make inquiries and consult government agencies, lenders, insurance agents, architects, and other appropriate persons and entities concerning the feasibility and suitability of the Property and the surrounding area for Buyer having the right Buyer’s intended purpose; (iii) investigate applicable building, zoning, fire, health, and safety codes. If a sewer connection, or the availability of a sewer connection, and or the availability of other utilities to terminate this Agreement the property are a material matter to Buyer, it must be investigated during the Due Diligence Period. Within ten (10) days after If roadways, cost and responsibility for the Effective Dateroad maintenance, Seller shall deliver improvements or access is a material matter to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsBuyer, Buyer and Seller shall agree in writing (which may it must be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of investigated during the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test keep the Property as Buyer may deem necessary as part free and clear of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access toliens, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from all liability, claim, demands, damages, and against any costs, and shall repair all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise inspections. Unless Buyer gives written notice to Seller and Escrow Agent of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend election to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect terminate this Agreement prior to the Property that may be discovered by Buyer as the result expiration of its investigations. During the Due Diligence Period, Buyer may evaluate will be deemed to be satisfied with Buyer’s investigations and to have elected to proceed to the Property, the feasibility Closing for Phase 1. If Buyer delivers written notice of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice termination to Seller at or before 11:59 p.m. Eastern time on and Escrow Agent prior to the last day expiration of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder Escrow Agent shall promptly refund return the ▇▇▇▇▇▇▇ Money and the Phase 2 Deposit to Buyer, Buyer and thereafter neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementobligation hereunder.

Due Diligence. Buyer (a) Purchaser acknowledges that prior to the execution of this Agreement, Seller has paid Seller the sum delivered (or caused to be delivered) copies of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence PeriodMaterials (other than the plans and specifications for the Improvements, which have been made available for Purchaser’s review at the Hotel). Within ten (10) days after The foregoing documents and materials were delivered or made available to Purchaser to accommodate and facilitate Purchaser’s due diligence with respect to the Effective DateProperty and, except as may be set forth in Section 12 below, Seller makes no representations or warranties regarding such documents and materials, including the accuracy or thoroughness of the information contained in such documents and materials or the right of Purchaser to rely thereon. Purchaser further acknowledges that Purchaser has conducted (or had the opportunity to conduct, prior to the execution of this Agreement, all of the due diligence studies, tests, investigations and inspections of the physical, environmental, economic, financial and legal matters condition of the Property and its ownership, use and operation as Purchaser deemed necessary or appropriate under the circumstances to afford a commitment to acquire the Property pursuant to the terms and conditions of this Agreement, including, without limitation, review and approval of any of the following matters Purchaser deemed appropriate: studies, tests, investigations and inspections of the physical and environmental condition of the Real Property and the Personal Property; compliance with all Legal Requirements; the Declaration of Easements, the Service Contracts, the Parking Agreements, the St. Regis Trip Count Agreement, the Chilled Water Agreements, Equipment Leases, Leases, Bookings, Licenses and Permits (including the assignability thereof); economic analyses and forecasts prepared by or on behalf of Purchaser; occupancy rates and market studies; insurance matters; and any and all other matters or materials described in subsection (b) below. Purchaser hereby specifically acknowledges its discretionary approval of all such matters and, except as may be expressly set forth in Sections 4(b), 8, 12(b), 17 or 18, acknowledges the absence of any further condition, express or implied, to Purchaser’s obligation to close the acquisition of the Property in accordance with this Agreement. (b) Subject to the provisions of Section 5(c) below, Purchaser, its agents, employees, representatives and consultants nevertheless shall deliver have the continuing right to Buyer review and inspect the physical, engineering, operational, legal, economic and environmental condition of the Property during the term of this Agreement (provided that such right of continuing inspection and review shall not imply any further condition or right of termination based on such inspection and review), including, without limitation: (i) review of the Due Diligence Materials and all other financial and other books and records and computer data relating to the operation of the Business or the ownership of the Property (including, without limitation, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Hotel, sales and marketing information, booking and reservations reports, tenant records and correspondence relating to the Leases, records and correspondence relating to any contractors to the Hotel, and Hotel Employee information) which are in Seller’s Possession or Control; (ii) review of all building plans, specifications and drawings, surveys and warranties for services and materials provided to the Hotel; (iii) review of engineering, environmental and other reports and other documents prepared in connection with the construction, maintenance, repair, management or operation of the Hotel which are in Seller’s Possession or Control; (iv) review of the Hotel’s compliance with all Legal Requirements, including all regulatory and governmental licenses and permits relating to the Hotel; (v) review of the status of all labor contracts and negotiations, including the Union Contracts; and (vi) performance of environmental audits, non-destructive or minimally intrusive structural inspections, tenant interviews, interviews with the owner of the Adjoining Project and any other inspection or review that Purchaser deems necessary or advisable to permit Purchaser, and its prospective lenders, if any, and their respective agents, representatives or consultants, to evaluate the Property. Seller shall have no obligation, however, to provide as part of any Due Diligence Materials provided to Purchaser or to which Purchaser shall be afforded access: (A) any information or software proprietary to Hotel Operator and to which Seller has no right of ownership or review under the Management Agreement; (B) attorney-client communications, attorney work product and property valuation documents; (C) any employee records, guest data or other information as to which any laws or regulations governing privacy would restrict such disclosure; or (D) Seller’s internal memoranda, financial projections, budgets (except as prepared by Hotel Operator for Seller under the Management Agreement), appraisals, accounting and tax filings and records (except as prepared by Hotel Operator for Owner under the Management Agreement) and similar proprietary or confidential information. Seller hereby authorizes Purchaser to provide copies of any Due Diligence Materials reviewed by Purchaser to such prospective lenders and their agents, employees, representatives or consultants directly involved with the purchase of the Property, provided that Purchaser is not authorized to furnish any of the Due Diligence Materials to any other Person prior to the extent within Closing without Seller’s possessionprior written consent. Upon the completion of Seller’s delivery Seller shall have no obligation or responsibility to Buyer of all such provide any Due Diligence MaterialsMaterials directly to any such Persons. If this Agreement is terminated for any reason whatsoever, Buyer and Purchaser promptly shall return to Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement all of the Due Diligence PeriodMaterials in the possession of Purchaser or any of its agents, employees, consultants or its prospective lenders or equity investors. Prior This Section 5(a) shall survive the termination of this Agreement. (c) Purchaser’s exercise of the continuing rights of review and inspection set forth in Section 5(b) shall be subject to Closingthe following limitations: (A) any entry onto the Real Property by Purchaser, Buyer its agents, employees, representatives or consultants shall be during normal business hours, following reasonable prior notice to Seller and Buyersubject to reasonable coordination with the Hotel Operator; (B) Purchaser shall not conduct any drilling, test borings or other disturbance of the Real Property without Seller’s prior written consent to the scope of work, the proposed contractor (as to whom the consent shall not be unreasonably withheld or delayed) and the schedule for performance; (C) any discussions or interviews with Hotel Operator, any tenant or either of their respective personnel, at Seller’s election, shall be conducted in the presence of Seller or its representatives; (D) any discussions or interviews with Hotel Operator or any other employees at the Real Property shall be limited to (i) senior employees designated by Seller and (ii) interviews with Hotel Employees not employed under the Union Contracts regarding continued employment following the Closing Date (which discussions or interviews shall be coordinated through Seller and, at Seller’s election, shall include a representative of Seller); (E) Purchaser shall exercise reasonable diligence not to disturb the use or occupancy or the conduct of business at the Real Property; (F) Purchaser shall obtain and furnish to Seller a certificate of insurance showing that Purchaser has obtained a policy of commercial liability insurance (occurrence basis) with a combined single limit coverage of at least Two Million Dollars ($2,000,000) naming Purchaser as an insured and Seller, Hotel Operator as additional insureds, issued by a responsible insurer with an A.M. Best’s Key Rating of at least AX approved by Seller (which consent shall not be unreasonably withheld or delayed) and licensed and admitted in California to conduct business in California (such insurance policy shall expressly provide that such insurance may not be canceled or reduced in scope or coverage without at least thirty (30) days’ prior written notice to Seller); (G) Purchaser shall repair any damage to the Property arising from these inspections and indemnify, defend and hold Seller and any employees, agents or representatives harmless from and agents against all Losses resulting solely from these inspections (provided, however, Purchaser shall have no such indemnification obligation with respect to Losses arising from (x) the gross negligence or willful misconduct of Seller or (y) the mere discovery of an pre-existing condition of the Property); and (H) Purchaser’s obligations imposed by this Section 5(c) shall survive termination of this Agreement. Notwithstanding anything in this Section or in Section 20(q) to the contrary, Purchaser shall have the right to enter upon Property at Buyer’s expensecommunicate with any (y) Governmental Authority or any official, and at reasonable timesemployee, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, agent or shall provide documents for review, whichever the case may berepresentative thereof, with respect to the subject matter of such Governmental Authority’s authority over the Property at all reasonable times and or the operation of the Hotel, provided that the results of any physical or environmental inspections, studies or tests performed by Purchaser in connection with its inspection of the Property shall cooperate be subject to disclosure solely with BuyerSeller’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations consent (which consent shall not extend to any claimsbe unreasonably withheld or delayed), injuries or damages resulting from or relating to and (iz) any action Person who prepared any Due Diligence Materials with respect to the subject matter thereof, provided that any such communications with such Persons other than the Title Company, the preparer of the Survey and any Person who prepared any environmental, geotechnical, engineering or other reports with respect to the physical condition of the Property shall be subject to Seller’s consent (which consent shall not be unreasonably withheld or delayed) and, at Seller’s election, any such communications shall be conducted in the presence of Seller or its agents or representatives or representatives. (d) Purchaser specifically acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property as contemplated above and (ii) that Purchaser is not relying upon any existing environmental contamination representations and warranties, other than those specifically set forth in Section 12 below, made by Seller or anyone acting or claiming to act on Seller’s behalf. Subject to the express representations and warranties set forth in Section 12 and in any document executed by Seller in connection with the transaction contemplated hereby, Purchaser further acknowledges that it has not received from Seller any accounting, tax, legal, development planning, architectural, engineering, management or other advice with respect to this transaction and is relying solely upon the advice of its own advisors. Subject to Section 12 and any other express provisions of this Agreement, Purchaser shall purchase the Property in an “as is, where is and with all faults” condition on the Closing Date and assumes the risk that adverse physical, environmental, governmental, economic or legal conditions may not have been revealed by its investigation. Except with respect to any claims arising out of any breach of express covenants, indemnifications, representations or warranties under this Agreement, to the extent that they survive the Closing or (as to any covenants or indemnifications) are expressly set forth under any document executed by Seller in connection with the transaction contemplated by this Agreement, Purchaser, for itself and its agents, Affiliates, directors, officers, members, partners, shareholders, successors and assigns, hereby waives, releases and forever discharges Seller and the Seller Indemnitees from any and all Losses which Purchaser has or may have in the future, arising out of the physical, environmental, governmental, economic or legal condition of the Property, including, without limitation, any rights, claims or demands for indemnification, contribution or recovery arising under any federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters. Without limiting the generality of the foregoing, Purchaser acknowledges that Seller expressly disclaims and negates, as to Personal Property and fixtures and all of the other Property: (A) any implied or express warranty of merchantability; (B) any implied or express warranty of fitness for a particular purpose; (C) any implied or express warranty of conformity to models or samples of materials; and (D) any implied or express warranty with respect to the Property that may be discovered by Buyer as the result condition of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, its compliance with any Legal Requirements, the feasibility past or projected financial condition, performance, and operating results of the transactionHotel (including income or expenses thereof or occupancy rates therefor) or the uses permitted on, the availability and cost of financingdevelopment requirements for, and or any other matters of concern matter or thing relating to Buyer. Buyer shall have the right to terminate Property or any portion thereof, except, in each instance, as otherwise expressly set forth in this Agreement and in any document executed by delivering notice Seller in connection with the transaction contemplated hereby. Notwithstanding the foregoing, Seller’s acknowledges and agrees that the release set forth herein shall not apply to Seller third party claims for personal injury or property damage made by a Person (other than Purchaser, its agents, employees, representatives and consultants, any successors or assigns of Purchaser or any Affiliate of any such party) if and to the extent based on an event or circumstance that occurred at the Property prior to the Closing Date, regardless of whether such claim was made before or before 11:59 p.m. Eastern time on after the last day Closing Date, including, without limitation, any litigation set forth in Exhibit H, provided that the foregoing exclusion from the effect of the Due Diligence Periodrelease shall not express or imply any affirmative indemnity or other obligations of Seller with respect to such matters. Purchaser acknowledges that, if Buyer determinesto the extent required to be operative, the disclaimers of warranties contained in this Section are “conspicuous” disclaimers for purposes of any reason applicable Legal Requirement. For the foregoing purposes (without waiving the benefit of any express covenants, representations or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided warranties set forth in this Agreement.), Purchaser hereby specifically waives the provisions of any law of any jurisdiction the import of which is as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release, which if known by the creditor must have materially affected a settlement with the debtor. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 5(c) and discussed its import with legal counsel and that the provisions of this Section 5(c) are a material part of this Agreement. Purchaser

Due Diligence. 6.1 Unless extended by written agreement of Seller and Buyer, Buyer has paid Seller shall have a period of forty-five (45) days from the sum Effective Date to conduct an inspection of $25.00, the receipt of which is hereby acknowledged by Seller, Property. Such period shall hereinafter be referred to as option money for Buyer having the right to terminate this Agreement during "Due Diligence Period". During the Due Diligence Period. Within ten (10) days Period during normal business hours and after the Effective Datereasonable notice to Seller or its designated agents, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsBuyer, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryor its engineers, which shall be the date of commencement of the Due Diligence Period. Prior to Closingarchitects, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property building consultants, environmental investigators, or other representatives, at Buyer’s 's sole cost and expense, and at reasonable times, to inspect, survey, examine, may inspect and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its reasonably cooperate by allowing Buyer's representatives and agents reasonable access to, or shall provide documents for review, whichever the case may be, with respect to the Property. Buyer's right of inspection shall include entry upon the Property at all reasonable times with its agents and their equipment for the purpose of making such environmental tests as Buyer deems appropriate, including without limitation soil borings, provided that Buyer shall cooperate with Buyer’s efforts be responsible for the prompt restoration of the Property to conduct its condition prior to making such tests. The obligation to return the inspections permitted herein. Seller agrees Property to cooperate in introducing Buyer to vendors, staff and other parties who have experience with its prior condition shall survive the Property’s ongoing operationstermination of this Agreement. Buyer shall comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of damage or personal injury or claim or lien against the Property resulting from the exercise of Buyer’s any such access or inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller by Buyer or its agents representatives. Such indemnification shall survive the Closing or representatives or (ii) earlier termination of this Agreement. Buyer shall also have the right during such Due Diligence Period to examine and review environmental conditions of the Property, zoning and land use regulations, governmental entitlements, governmental approvals and any existing environmental contamination or other conditions with respect restrictions, agreements, obligations and liabilities affecting the Property. If Seller fails to provide the Property that may be discovered by Buyer as documentation identified in Section 5 hereof within the result of its investigations. During prescribed 10-day period, the Due Diligence Period, Buyer may evaluate Period will be extended one (1) day for each day or partial day delay in the Property, the feasibility delivery of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. such documentation. 6.2 Buyer shall have the right to terminate this Agreement at any time during the Due Diligence Period in its sole and absolute discretion for any reason or no reason by delivering giving written notice to Seller at on or before 11:59 p.m. Eastern time the last day of the Due Diligence Period. If Buyer timely gives notice of termination under this Section, all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except with respect to any provision hereof that expressly survives the termination of this Agreement. Upon restoration of the Property as provided in Section 6.1, the Deposit shall be returned to the Buyer. If Buyer fails to give such written notice of termination on or before the last day of the Due Diligence Period, if Buyer determinesshall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 6.3 If Buyer terminates this Agreement in accordance with Section 6.2 above, for any reason or no reason, that it is not desirable Buyer shall return to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money Seller all documents provided to BuyerBuyer by Seller, and neither party any copies thereof made by Buyer and shall provide Seller with copies of all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property. Buyer agrees that any and all information obtained by it or its agents and representatives with respect to the Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property, shall be held by Buyer in confidence and not released or shared with anyone other than Seller, except for such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. The provisions of this Section 6.3 shall survive the termination of this Agreement. If Buyer waives its right to terminate as provided above, Buyer shall be deemed to have accepted the Property in an "as is" condition, without any further obligations representations or liability under this Agreement warranties, except as expressly specifically provided in this Agreementherein, and without abatement or reduction of the Purchase Price.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. (a) Within ten three (103) business days after the Effective Date, Seller shall deliver to Buyer Purchaser the information and documents in its possession or control listed on Exhibit “D” attached hereto (the "Due Diligence Materials"). Except as otherwise set forth herein, Seller, however, shall have no liability with regard to such Due Diligence Materials and shall not be required to update the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all or provide any such Due Diligence MaterialsMaterials that is not in Seller’s possession or control. Except as otherwise set forth herein, Buyer further, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Materials and Seller shall agree in writing (which may be via e-mail) as have no obligation or liability with respect to such date of completion of delivery, which shall be the date of commencement any of the Due Diligence PeriodMaterials. Prior Any costs associated with the Due Diligence Materials beyond the first copy provided to ClosingPurchaser will be at Purchaser’s expense. Purchaser acknowledges and agrees that all materials, Buyer data and Buyer’s representatives information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and agents that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. (b) Purchaser shall have the right to enter privilege, during the existence of this Agreement, of going upon the Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, survey and test the Property as Buyer make engineering, environmental, or landscaping tests or such other studies or surveys which it may deem necessary as part of Buyer’s acquisition of in its sole discretion regarding the Property. Seller shall allow Buyer Purchaser hereby indemnifies and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all liens, liabilities, claims, injuries actions, damages, costs, and damages expenses (including, without limitation, reasonable attorneys’ fees, and court costs) and against any and all claims for death or injury to persons and/or property or damage to properties arising out of or resulting from as a result of Purchaser’s or its agents or contractors or other representatives or their employees going upon the exercise Property pursuant to the provisions of Buyer’s inspection rightsthis Paragraph or otherwise; provided, however, Buyer’s indemnity obligations Purchaser shall not extend have no obligation to any claims, injuries or damages resulting indemnify Seller from or relating against any of the foregoing to (i) any action of Seller the extent arising from or in connection with the mere discovery by Purchaser or its agents or representatives or (ii) contractors of a pre-existing condition on the Property. This obligation to indemnify and hold Seller harmless shall survive the Closing and any existing environmental contamination or other conditions with respect termination of this Agreement. Purchaser shall promptly restore the Property to its condition on the date hereof to the extent practicable after all such tests or surveys, with Purchaser’s obligation so to restore to survive any termination of this Agreement; provided, however, Purchaser shall have no obligation to repair or restore the Property that may be discovered caused by Buyer as damages arising from or in connection with the result mere discovery by Purchaser or its agents or contractors of its investigationsa pre-existing condition on the Property. During the Due Diligence PeriodPurchaser agrees that, Buyer may evaluate prior to undertaking any physical inspections of the Property, Purchaser or Purchaser’s agents will obtain not less than Two Million ($2,000,000.00) Dollars commercial general liability insurance with a contractual liability endorsement which insures Purchaser’s indemnity obligations hereunder and which names Seller and Seller’s property manager at the feasibility Property, as insureds thereunder (a copy of which policy shall be provided by Purchaser to Seller prior to undertaking any inspections under this Section). Purchaser agrees to provide to Seller, as and when the same are prepared and provided to Purchaser, copies of all environmental, structural, engineering and other reports or studies prepared by outside consultants (other than such reports prepared by legal counsel that are subject to an attorney-client privilege) undertaking inspections of the transactionProperty, or any portion or component thereof or condition affecting the availability same, for or on behalf of Purchaser, provided, Purchaser makes no representation or warranty regarding any such reports or studies. (c) In the event Purchaser is not satisfied with the results of the foregoing inspection and cost of financingexamination on or before the date which is thirty (30) days from the Effective Date (said period hereinafter referred to as the “Inspection Period”), and any other matters of concern to Buyer. Buyer shall have the right Purchaser may notify Seller that it elects to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determinesAgreement, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund at which time the ▇▇▇▇▇▇▇ Money less $100.00 shall be delivered to BuyerPurchaser without any further action, consent, or release by Seller and thereafter neither party shall have any further rights or obligations or liability under hereunder, except for the rights and obligations which survive such termination as specifically set forth herein. (d) In the event that Purchaser has not terminated this Agreement except on or before the expiration of the Inspection Period, then the ▇▇▇▇▇▇▇ Money shall become non-refundable to Purchaser subject to the satisfaction of each condition precedent herein and as expressly may be provided otherwise in this Agreement. The ▇▇▇▇▇▇▇ Money shall at all times be applicable to the Purchase Price at Closing. (e) Purchaser shall have the right to extend the Inspection Period for one (1) additional period of fifteen (15) days by providing written notice to Seller on or prior to the expiration of the Inspection Period of Purchaser’s intent to so extend the Inspection Period (the “Inspection Period Extension Notice”). Simultaneously with the Inspection Period Extension Notice, Purchaser shall deposit with Escrow Agent the sum of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the “Extension Deposit”), which Extension Deposit shall be non-refundable to Purchaser (except in the event of a default by Seller hereunder) but applicable to the Purchase Price at Closing.

Due Diligence. Buyer has paid Seller the sum (a) For a period of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) 45 days after the Effective Date, Seller shall deliver to Buyer Date of this Agreement (the “Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsPeriod”), Buyer and Seller its agents and representatives shall agree in writing (be entitled to conduct an inspection of the Premises, which may include, but shall not be via e-maillimited to, the rights to (1) as enter on the Premises to such date of completion of deliveryperform inspections and tests, which shall be the date of commencement including, but not limited to, inspection, evaluation and testing of the Due Diligence Periodheating, ventilation and air-conditioning systems and all components thereof, the roof of the building, the parking lots, all structural and mechanical systems within the building, including, but not limited to, sprinkler systems, power lines and panels and plumbing; and (2) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. Prior to ClosingIf Buyer, Buyer in its sole and absolute discretion, determines that the results of any inspection, test or examination do not meet Buyer’s representatives and agents shall have criteria for purchase or operating of the right Premises in the manner contemplated by Buyer, or if Buyer, in its sole discretion, otherwise determines that the Premises is unsatisfactory to enter upon Property at Buyer’s expenseit, and at reasonable times, to inspect, survey, examine, and test the Property as then Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering written notice to Seller at or before 11:59 p.m. Eastern time on Sellers, given not later than the last day of the Due Diligence Period, if or Buyer determinesand Seller may agree to provide Buyer a credit against the purchase price, for provided that any reason or no reasonsuch amendment shall not be valid unless mutually signed prior to the expiration of the Due Diligence Period. If Buyer elects to terminate this Agreement, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money money shall be returned to BuyerBuyer and, and except as otherwise provided in this Section, neither party of the Parties shall have any further obligations or liability to the other hereunder. In the event Buyer fails to notify Seller of its intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, tests and appraisals required by Buyer under this Agreement except as Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of its agents or representatives, shall damage the Premises or any portion thereof, except for any immaterial damage caused by environmental and other tests, all of which shall promptly be repaired by Buyer at Buyer’s sole cost and expense. ▇▇▇▇▇ agrees to indemnify and defend ▇▇▇▇▇▇ and hold Seller harmless from any and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its agents and/or representatives, in connection with ▇▇▇▇▇’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any termination of this Agreement. (d) The physical condition of the Premises shall be substantially the same on the date of possession, as it exists as of the Effective Date of this Agreement, reasonable wear and tear excepted. Buyer shall have the right to inspect the Premises during the 48-hour period immediately prior to possession and closing.

Due Diligence. Buyer has paid Seller Beginning on the sum date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during and continuing until September 10, 2003 (the "Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials"), Buyer (and Seller shall agree in writing (which may be via e-mailany agents and consultants retained by Buyer) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right at such reasonable times as Buyer and the Sellers may determine to enter upon examine and inspect the Property, to investigate the condition of title, zoning, value and usefulness of the Property, to review and examine the Partnership's financial statements, books and records related to the Property at Buyer’s expense(including maintenance thereof) and the operation of the Property, and to determine the suitability of the Property for the use and further development contemplated by Buyer. It is anticipated that during this period Buyer, both directly and through its agents and consultants, including its structural engineer ("Buyer's Engineer"), will at such reasonable times, to inspect, survey, examinetimes and such reasonable manner as Buyer and Sellers may determine conduct physical examinations of the Property (including improvements thereto and facilities thereon, and test also including environmental review, soil and ground water sampling, including ground penetrations required therefor, and any material and structural testing required to evaluate and inspect the Property as Buyer may deem necessary as part improvements on the Property), and will examine the condition of Buyer’s acquisition title, zoning and the value of the Property. Seller Buyer shall allow also have the right, during this period and at Buyer's expense, to obtain a current or updated survey of the Property. It is understood that Buyer and its representatives agents and agents consultants shall have access to, or shall provide documents for review, whichever the case may be, with respect to the Property and all books and records of the Partnership, in each case, at all such reasonable times as Buyer and Sellers may determine, for the purpose of conducting its investigation. It shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff be a condition of Closing and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity 's obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to purchase the Property that may be discovered by Buyer, in its sole discretion, has approved the physical condition of the Property (including without limitation its environmental condition) and the condition of title and zoning, and has determined that the use, operation and development limitations and opportunities of the Property are reasonably satisfactory to Buyer (such conditions are referred to herein as the result of its investigations. During the "Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to BuyerConditions"). Buyer shall have the right to terminate notify Sellers in writing at any time prior to the expiration of the Due Diligence Period that the Due Diligence Conditions are not satisfied, in which event this Agreement shall automatically be terminated with no further liability of either party hereunder except as otherwise expressly provided in this Agreement. Notwithstanding the foregoing, (a) Buyer shall have no right to so notify Sellers that the Due Diligence Conditions are not satisfied unless the written report of Buyer's Engineer (the "Engineer's Report") delivered to Buyer and Sellers on or prior to the Closing Date has disclosed defects or problems with the physical condition of the Property which require at least, in any individual case or in the aggregate, $375,000 (the "Minimum Defects Amount") to remedy same (herein, "Material Physical Condition Defects") (exclusive of, and without regards to, for purposes of this calculation, each and every individual defect or problem relating to such physical condition less than $5,000), and (b) notwithstanding the existence of Material Physical Condition Defects, Buyer shall still not have the right to so notify Sellers that the Due Diligence Conditions are not satisfied on account thereof if Sellers deposit into escrow, pursuant to the terms of the Escrow Agreement substantially in the form of Exhibit C hereto (the "Structural Escrow Agreement"), an amount not to exceed $375,000 to be used to remedy the Material Physical Condition Defects in excess of the Minimum Defects Amount as reasonably specified in the Engineer's Report, upon the terms and conditions more particularly set forth in the Structural Escrow Agreement, upon which the Due Diligence Conditions shall be deemed satisfied. Should, however, Buyer fail to so notify Sellers as aforesaid by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day end of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed the Property shall be deemed satisfactory and the Due Diligence Conditions set forth herein shall be deemed satisfied. In connection with the transactionforegoing, Buyer shall not communicate with employees of Tech Industries, Inc., other than ▇▇▇▇▇ ▇. In such event, Holder shall promptly refund the ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Money to Buyer▇▇▇▇, without the prior written consent of Sellers, and neither party Sellers shall have the right to have a representative present (who shall be either ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇) at and to participate in any further obligations meetings, telephone discussions or liability under this Agreement other forms of communication between Buyer and any employee or other third party (including governmental agencies) with respect to the Property. Buyer agrees that it will indemnify and hold Sellers harmless from and against all damage to persons or property and all related actions, claims, penalties, damages and expenses, including reasonable attorneys fees and court costs, based upon or arising out of the activities of Buyer and its agents and consultants or any of their respective inspectors, contractors, or affiliates while on or about the Property or the land adjacent thereto. Buyer agrees that all information in connection with the above-referenced inspections, examinations or tests shall be kept confidential by Buyer and its inspectors, consultants, contractors, agents, investors, lenders, and affiliates except as expressly provided in this Agreementto the extent otherwise required by applicable law.

Due Diligence. Buyer has paid Seller Until the sum forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), Purchaser and Purchaser’s Representatives (as defined below) shall have the right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Assets and to satisfy itself as to the feasibility and acceptability of $25.00the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the receipt Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Purchaser, in its sole discretion, deems appropriate, provided however, that borings shall only be performed by mutual agreement of the parties (collectively, the “Property and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s discretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is hereby acknowledged issued. At all times, Purchaser and Purchaser’s Representatives shall be covered by Selleradequate insurance and shall comply with all applicable safety and other legal requirements. In the event that the Purchaser determines that the results of any analysis, as option money for Buyer having inspection or testing of the right Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the Sellers prior to the expiration of the Due Diligence Expiration Date, either (i) terminate this Agreement during as to the Due Diligence Period. Within specific Asset that has the Inspection Defect that applicable Seller has not corrected within thirty (30) days after Purchaser’s written notice of the existence of the Inspection Defect (but in no event later than ten (10) days after before the Closing Date), and in that event, the Asset Purchase Price will be reduced based upon the portion of the Asset Purchase Price allocated to such excluded Asset(s) under Section 2.4 above (or if a portion of the Asset Purchase Price is not allocated to the specific excluded Asset(s) under Section 2.4 above, by such amount as Sellers and Purchaser shall mutually agree); or (ii) waive as a condition to Purchaser’s obligations hereunder such Inspection Defect. For the purposes of this Section 7.1, Inspection Defects shall not consist of: (i) matters that would not (either individually or in the aggregate) have a Material Adverse Effect on the business and/or operations of any specific Location in the event Purchaser seeks to terminate this Agreement as to such Location (as opposed to a specific Asset other than such Location); or (ii) financial performance or results of operation at any Location that does not materially adversely vary from the Financial Information (as defined in Section 5.9 and set forth in Schedule 5.9) provided by Seller prior to the Effective Date, Seller provided this exclusion shall deliver to Buyer the Due Diligence Materials not be applicable to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all any such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect information provided prior to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of Effective Date is materially incorrect or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementincomplete.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten will have one hundred twenty (10120) days after the Effective DateDate (the “Due Diligence Deadline”) within which to conduct such due diligence activities as Buyer deems necessary to satisfy itself that the development is feasible and the Property can be used for Buyer’s Intended Use, Seller shall deliver including but not limited to performing an architectural, engineering, construction, and environmental review of the Property that is satisfactory to Buyer and ▇▇▇▇▇’s engineers, architects, lenders, environmental consultants, and attorneys. Such review may include, but is not limited to, the Due Diligence Materials right to conduct any desired tests and inspections of the extent within Seller’s possessionProperty. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer its agents and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition to perform any and all inspections or testing of the Property. Seller shall allow , however, Buyer and its representatives and agents access to, or shall provide documents for review, whichever Seller with at least forty-eight (48) hours’ notice of entry onto the case may be, with respect Property. Buyer shall repair at its cost any damage to the Property at all reasonable times caused by the testing conducted by Buyer or its agents or representatives, and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller that Buyer or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect caused to the Property person or property of third parties during the course of inspections or tests permitted under this Agreement. If such review discloses any evidence of any condition that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern is not satisfactory to Buyer. , Buyer shall have the right to terminate option of: (a) declaring this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodnull and void, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, Purchaser and neither party shall have any further obligations rights or liability under this Agreement except as expressly provided duties to each other hereunder, or (b) giving Seller a period of twenty-one (21) days to cure such conditions. Buyer will have until the expiration of the Due Diligence Deadline to obtain or review a survey of the Property and/or Real Property prepared by a registered Wisconsin land surveyor. The survey shall show sufficient information and detail to permit the Title Company to eliminate its standard survey exception from the title insurance policy. Buyer shall notify Seller in this Agreementwriting of any objection to the state of facts revealed by such survey. Seller shall have twenty-one (21) days following receipt of such objection to cure such objection.

Due Diligence. A. Due Diligence Investigations. Buyer has paid Seller shall have until 5:00 p.m. (C.S.T.) on the sum of $25.00, the receipt of date which is hereby acknowledged by Sellerforty (40) days after the Effective Date (the "INSPECTION PERIOD") at its expense to perform such inspections and testing, and to conduct such other studies, as option money for Buyer having deems necessary or advisable in order to determine the feasibility of Buyer's purchase of the Property. Commencing on or before the Effective Date, Buyer shall, at Buyer's sole expense, (i) commission a comprehensive engineering study of the Property (including specifications of all fireproofing) and an appropriate environmental survey and audit of the Property, and (ii) commence a comprehensive legal and accounting review of the Property and all leases and other documents pertinent thereto; and Buyer shall exercise reasonable diligence to cause such studies to be diligently, continuously and expeditiously prosecuted to completion. In the event Buyer determines that the purchase of the Property by Buyer is not feasible, Buyer shall so notify Seller in writing within said Inspection Period, whereupon the Deposit shall be returned to Buyer and this Agreement shall be terminated. If Buyer does not terminate this Agreement by written notice to Seller before the expiration of the Inspection Period, as hereinabove provided, then Buyer shall be conclusively presumed to have waived its right to terminate this Agreement during the Due Diligence Periodas provided in this paragraph 5. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer its agents and Buyer’s representatives and agents shall have the a non-exclusive right to enter upon the Property at Buyer’s expenseduring the Inspection Period for inspection, surveys, soil tests, hazardous substances/environmental studies, engineering and feasibility studies, zoning, and at reasonable times, to inspect, survey, examine, and test the Property as land-use plan analysis; provided that Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for reviewto Seller reasonable advance notice of any activities of Buyer or any agent, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing representative or contractor of Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate on the Property, and further provided that Seller shall be afforded the feasibility opportunity to have a representative of Seller accompany and observe the transactionactivities of Buyer or any such agent, the availability and cost representative or contractor of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementProperty.

Due Diligence. Buyer Provided that no event of default has paid Seller occurred and is continuing hereunder and Tenant has obtained and provided the sum of $25.00liability insurance coverages required by this Lease, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days from and after the Effective Date and until the date that is ninety (90) days thereafter (the “Due Diligence Date”) date hereof through the earlier of the termination of this Lease or the Commencement Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsTenant and its agents, Buyer consultants, contractors and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents subcontractors shall have the right to enter upon Property conduct or make any and all inspections, tests, studies, investigations, analyses, reports, surveys, searches and the like of, on or about the Total Site as may be necessary or desirable to determine the suitability of the Total Site for Tenant’s proposed use (the “Site Diligence”); provided, however, that the scope of any test or analysis which requires physical sampling, testing or drilling into the subsurface of all or any part of the Total Site shall be subject to the requirement that Tenant dispose of all such test samples in accordance with applicable law and at Buyer’s no cost or liability to Landlord and restore the affected portion of the Total Site to its original condition prior to the Due Diligence Date. At the reasonable request and expense of Tenant, Landlord shall cooperate with the Site Diligence and promptly provide to Tenant information, materials, data and reports available to Landlord which Tenant may request and which is not subject to confidentiality or other similar restrictions (“Due Diligence Material”), all of which shall be provided as a courtesy and without any liability to Landlord. Tenant shall obtain or cause its consultants to obtain, at Tenant's sole cost and expense, prior to commencement of any investigative activities on the Total Site, a policy of commercial general liability insurance covering any and at reasonable times, to inspect, survey, examine, all liability of Tenant and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, Landlord with respect to or arising out of any investigative activities with liability limits of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Such policy of insurance shall be kept and maintained in force during the Property at occurrence of such activities. Tenant’s liability shall not be limited by the amount of any insurance coverage. Tenant shall deliver to Landlord, without any representation or warranty whatsoever, a copy of all reasonable times results from the Site Diligence obtained and/or prepared pursuant to the provisions of this Section 1.3, and which shall cooperate with Buyer’s efforts also be addressed to conduct Landlord. Tenant shall keep the inspections permitted hereinresults of all such Site Diligence confidential except as required by law. Seller agrees to cooperate in introducing Buyer to vendorsTenant hereby indemnifies and holds the Total Site, staff Landlord and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify Landlord's officers, directors, shareholders, participants, affiliates, employers, representatives, invitees, agents and hold Seller contractors free and harmless from and against any and all claims, injuries and damages to persons liabilities, losses, damages, causes of action, judgments, liens, costs and/or property expenses including reasonable attorneys' fees (collectively, “Claims”) arising out of or resulting from the exercise of Buyer’s inspection its rights under this Section 1.3 by Tenant, its agents, consultants, contractors and subcontractors. Tenant shall keep the Total Site and the Total Site free and clear of any mechanics' liens or materialmen's liens related to the exercise of such rights; . The Tenant's indemnification obligations set forth in this Section 1.3 shall survive any termination of this the Lease pursuant to Section 1.4 provided, however, Buyer’s indemnity obligations in no event shall not extend Tenant be liable to Landlord or be required to indemnify Landlord in respect of the mere discovery of any claims, injuries or damages resulting from or condition relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller 14.1 IRC shall have a period of 60 days from the sum date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Datewhich it may conduct such due diligence as is usual in transactions of like nature, Seller shall deliver including without limitation as to Buyer the Due Diligence Materials title and tax, during which time period Verbiski will cooperate and respond to the extent within Seller’s possessionreasonable due diligence inquiries of IRC in a timely manner and provide access to the books, records, properties and personnel of Verbiski, Archean, VBHC and LNRLP. Upon In the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree event that IRC has not provided Verbiski with notice in writing (which may be via e-mail) as to such date of completion of delivery, which shall be on or before the 60th day next following the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable satisfied with its due diligence investigations, the condition for the benefit of IRC contained in paragraph 3.1(e) shall be deemed to proceed with be satisfied. Any such notice shall contain details of the transaction. In such event, Holder shall promptly refund relevant due diligence issues. 14.2 IRC acknowledges that it has reviewed that agreement known as the Labrador Option Agreement and has made an independent assessment as to the value of the Royalty. 14.3 ▇▇▇▇▇▇▇▇ Money shall have a period of 60 days from the date of this Agreement during which period he may conduct such due diligence respecting IRC as he may reasonably require, including without limitation as to Buyertax, the capital structure and assets and the Initial Public Offering of IRC, including those matters set forth in Schedule “A” hereto, and neither party during which time IRC will cooperate and respond to the reasonable due diligence enquiries of Verbiski and his representatives in a timely manner, and provide access to the books, records, agreements, properties and personnel of IRC. IRC shall also ensure that Verbiski has full and reasonable access to the underwriters and agents respecting IRC’s Initial Public Offering, and shall provide Verbiski with IRC’s draft prospectus for the Initial Public Offering and such other documentation as may be reasonably necessary for Verbiski to fully assess the proposed Initial Public Offering. In the event that ▇▇▇▇▇▇▇▇ has not provided IRC with notice in writing on or before the 60th day next following the date of this Agreement that he is not satisfied with his due diligence investigations, the condition for the benefit of Verbiski contained in paragraph 3.1(e), but for greater certainty not the condition for the benefit of Verbiski contained in paragraph 3.1(d), shall be deemed to be satisfied. Any such notice shall contain details of the relevant due diligence issues. For greater certainty, ▇▇▇▇▇▇▇▇ shall be entitled to object and give notice hereunder in the event that (a) his expectation as to the particulars of IRC and the Initial Public Offering, including as to the assets acquired by IRC and the matters set out in Schedule “A” hereto, are not met to his reasonable satisfaction or (b) he is not satisfied on Closing that IRC’s Initial Public Offering shall have any further obligations or liability under this Agreement except as expressly provided in those attributes disclosed during his due diligence investigations. In the event that matters of objection and notice hereunder are not met to ▇▇▇▇▇▇▇▇’s reasonable satisfaction, Verbiski shall be entitled to terminate this Agreement.

Due Diligence. Buyer, or its designees, will have a period of thirty-five (35) days from the later of (1) the date of the last party's execution of this Agreement or (2) the date of delivery by Seller to Buyer has paid of the items listed in (i) below (except for those items which are made available at the Property as designated by Seller (the sum "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of $25.00the Property. Seller shall cooperate in all reasonable respects with Buyer in connection with such tests and inspections. All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Buyer agrees to complete a lease audit, financial inspection and physical review within the receipt first twenty (20) days of which is hereby acknowledged by the due diligence. All third party reports must be ordered within said first twenty (20) day period and evidence of such orders supplied to Seller. Notwithstanding the foregoing, as option money for Buyer having shall still have the right to terminate this Agreement during for any reason throughout the entire Due Diligence Period. Within ten (10) days after If the Effective DateClosing of the Property does not occur, Seller Buyer shall deliver to Buyer restore the Due Diligence Materials Property to the extent within Seller’s possession. Upon the completion of Seller’s delivery same condition as prior to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and entry by Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to . (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Operating Statements for the last two (2) calendar years 3. Operating Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Breakdown of the Property's payroll account including a list of on-site personnel, for the last calendar year and for the current calendar year to date 5. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the feasibility last full calendar year if in Seller's possession 6. As-built survey, if in Seller's possession 7. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date 8. Copies of all notices of zoning, building, safety, health code or other violations relating to the property in Seller's possession 9. Copy of the transaction, latest insurance declaration covering the availability and cost Property (the same may be within a master policy) 10. Make available to Buyer all income information in Seller's possession for all tenants currently leasing units at the Property. 11. Make available originals or copies of financingall tenant leases for the Property in connection with each apartment unit, and all credit reports and other information concerning the leases or the tenants which are currently in Seller's files 12. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex 13. Copies of the first mortgage documents including the Note, Mortgage and other matters relevant documents All of concern the foregoing will either be at the Property location or submitted to Buyer. Buyer shall have the right to terminate by Seller within two (2) days after execution of this Agreement by delivering notice both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report if Buyer does not close on its acquisition of the Property. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or before 11:59 p.m. Eastern time on reject the last day Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period by notice to Seller, if Buyer determinesshall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for any reason or no reason, that it is not desirable to proceed cancellation in accordance with the transaction. In such eventspecific provisions of this Contract, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except including title and/or survey objections as expressly provided in this Agreementset forth below.

Due Diligence. Buyer has paid Seller agrees to allow Buyer, Buyer’s agent and representatives reasonable access to the sum of $25.00Property (to be coordinated with Seller’s personnel or its agent, during business hours) during the receipt of which is hereby acknowledged by Sellerperiod commencing on the Effective Date hereof and extending to the Closing, as option money for Buyer having the right to terminate this Agreement during (“the Due Diligence Period”) for purposes of any non-intrusive physical and environmental inspection of the Property and review of the Leases, expenses and other due diligence matters (the "Due Diligence Inspections"). Within ten Buyer shall not conduct or allow any physically intrusive testing of, on or under the Property (10other than sampling building materials for asbestos or lead content and other testing required by Buyer’s financing source) days after without first obtaining Seller’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed as to the Effective Datetiming and scope of work to be performed. Upon execution of this Agreement, Seller shall deliver will cause to be made available to Buyer for inspection the Due Diligence Materials following information to the extent within available to Seller or its agents concerning the Property and its operation which Buyer, Buyer’s financing source, or their respective representatives shall reasonably request: all documents referred to in this Agreement; the Service Contracts; copies of all permits, licenses or governmental approvals necessary for, or convenient to, the operation of the Property; copies of all guarantees and warranties; copies of all environmental audits or reports, soils reports and engineered foundation reports; any geophysical records, data or reports; reports of any engineers or experts as they relate to the coal or other minerals regarding the Property in Seller’s possessionfiles, possession or control; surveys; and any other information requested by Buyer, Buyer’s financing source, or their respective representatives. Upon If Buyer is reasonably satisfied that the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement results of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have Inspections indicate a material decrease in the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test value or use of the Property as of which Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access towas not previously aware, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement. This Agreement by delivering shall terminate if Buyer sends written notice to Seller at or before 11:59 p.m. Eastern time on setting forth the last day of issue discovered pursuant to the Due Diligence PeriodInspections on or before 5:00 p.m. (Denver, if Colorado time) of the 30th day after the Effective Date. If Buyer determinesdoes provides such notice, for any reason or no reason, that it is not desirable to proceed with this Agreement shall be terminated unless the transaction. In such event, Holder shall promptly refund parties mutually agree on a resolution of the ▇▇▇▇▇▇▇ Money to Buyerissues, and neither party the parties shall have any be relieved of all further obligations or liability under this Agreement except as expressly provided in hereunder. For purposes of this Agreement, material decrease shall mean more than Three Hundred Thousand Dollars ($300,000.00).

Due Diligence. Buyer has paid Seller Subject to Section 4.2 below, Developer shall have a period of one hundred twenty (120) days from the sum date of $25.00, the Developer’s receipt of the Survey (the “Due Diligence Period”) within which is hereby acknowledged by Sellerto, as option money for Buyer having the right at Developer’s sole cost and expense (subject to terminate this Agreement during the Due Diligence PeriodReimbursement as provided in Section 4.3 below), complete all due diligence work it deems necessary or advisable on the Parcels comprising the Project (and any improvements located thereon), including, without limitation, title, survey, soils, property condition, environmental and feasibility studies and tests (“Due Diligence Activities”; and the costs associated with such Due Diligence Activities are hereinafter referred to as the “Due Diligence Costs”). Developer acknowledges that all Parcels necessary for the Project are being contributed by ▇▇▇▇▇ in there “AS IS” “WHERE IS” condition, and without any representation or warranty of any kind whatsoever by ▇▇▇▇▇, and Developer will rely solely on the results of its own due diligence with respect to the Parcels. Prior to entering onto any Parcel to conduct any Due Diligence Activities, MILRA and Developer shall enter into an “Access and Confidentiality Agreement” in form and substance agreeable to MILRA, which shall provide for, among other things, Developer’s (including its consultants, agents and vendors) obligation to carry insurance covering Developer’s Due Diligence Activities on such Parcel(s). Developer shall indemnify, defend and hold harmless MILRA (including MILRA’s officers, agents, employees, and the MILRA Board) from and against any and all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney’s fees and court costs at trial and all appellate levels) arising out of or resulting from ▇▇▇▇▇▇▇▇▇’s Due Diligence Activities on a Parcel, except to the extent caused by the gross negligence or willful misconduct of MILRA. For purposes of clarification and for avoidance of doubt, the indemnification set forth herein above shall further be limited to the proportion of the fault attributable to the Developer, in the event that it is determined by a court having proper jurisdiction that both parties' actions or inactions caused the claim giving rise to this indemnification. This indemnification survives the termination of this Master Development Agreement and any Project Area Development Agreement, and shall also survive the dissolution or to the extent allowed by law, the bankruptcy of Developer. Within ten (10) days after the Effective DateDate of this Agreement, Seller MILRA shall deliver make available to Buyer Developer all information, documents, investigations, reports, studies, analyses and surveys in MILRA’s possession relating to the Overall Property and/or any improvements located thereon (the “Due Diligence Materials Documents”), all without any representation or warranty of any kind or character whatsoever by MILRA with respect to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence PeriodDocuments. Prior to Closing, Buyer and Buyer’s representatives and agents Developer shall have the right to enter upon Property at Buyercontact any consultant, contractor, engineer, or entity that prepared such Due Diligence Documents to obtain such party’s expenseconsent to rely on the Due Diligence Documents, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and MILRA shall cooperate with BuyerDeveloper in Developer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In obtain such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementconsent.

Due Diligence. 8.3.1 From and after the Effective Date through the Closing Date, Seller will take all commercially reasonable action necessary to allow, permit or obtain the right of Buyer has paid and any of its Affiliates and Representatives reasonable access to the management personnel of Seller or any Affiliate of Seller involved in the sum Acquired Assets. Buyer will be entitled to conduct (and Seller will use reasonable efforts to cooperate with Buyer and facilitate) an in-depth due diligence review of $25.00the status and prospects for the operation and use of the Acquired Assets, the receipt of which is hereby acknowledged by Sellerand any matters relating thereto, as option money for Buyer having including the right to terminate this Agreement review and make copies of the books and records of Seller or any Affiliate of Seller related to the Acquired Assets, including files and memoranda, documents, reports, studies, contracts and agreements, filings with governmental authorities, litigation files, environmental compliance files, studies and reports, permit and license files, patent, trademark and technology files and other tangible or electronic materials as may exist pertaining to the Acquired Assets as may be requested by Buyer or its Representatives. The topics of such review may include forecasted growth and churn of data subscribers, terms of existing internet transport or termination agreements, current and forecasted network capital expenditures, accounts receivable aging and uncollectible accounts, network performance and quality of network elements in service, customer contracts, or assignment of the NTIA Stimulus Award. Such review will take place during normal business hours. Seller will also give Buyer and its Representatives the Due Diligence Period. Within ten opportunity to discuss the Acquired Assets with employees, officers, directors and agents of Seller or any Affiliate of Seller involved with the Acquired Assets. 8.3.2 Seller will also cooperate with Buyer, at Buyer’s cost, in arranging opportunities for Buyer and its Representatives to meet and discuss the Acquired Assets with appropriate third parties (10including landowners, suppliers, vendors and lessors and including licensees of Leased FCC Licenses) days after the Effective Dateand federal, state and local government Representatives; provided that Buyer will notify Seller of its desire to have each such meeting and discussion and, promptly thereafter, Seller shall deliver will use commercially reasonable efforts to Buyer the Due Diligence Materials contact such third party or representative to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all schedule such Due Diligence Materialsmeeting and discussion, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall will have the right to enter upon Property participate in any such meeting and discussion. Seller will, to the extent reasonably requested by Buyer, at Buyer’s expensecost, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part make available appropriate Representatives of Seller so that Buyer’s acquisition of Representatives have reasonable access to the Property. information developed or retained by such Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, Representatives with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financingAcquired Assets, and any other matters of concern reasonable opportunity to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed discuss such information with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementpersons.

Due Diligence. Buyer has paid Seller shall provide Purchaser with a due diligence period of thirty (30) days from the sum Execution Date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the (“Due Diligence Period”). Within ten (10) days after During this Due Diligence Period and thereafter until the Effective Closing Date, Seller shall deliver fully cooperate with Purchaser in the Purchaser continuing its due diligence as to Buyer the Business, the Assets and the Real Estate being acquired pursuant to the REPA. The Due Diligence Materials Period will be extended if the documents requested pursuant to the extent due diligence request (“Diligence Request”) which will be provided within Seller’s possession. Upon the completion five (5) days of Seller’s delivery this Agreement to Buyer a period of all such Due Diligence Materials, Buyer and Seller shall agree in writing thirty (which may be via e-mail30) as to such date of completion of delivery, which shall be days from the date of commencement the production of the Due last item requested pursuant to the Diligence PeriodRequest. Prior By way of example, Seller shall provide to ClosingPurchaser copies of the Property Materials in Seller’s possession or control, Buyer as well as any liens, liabilities or encumbrances pertaining to the Assets. For purposes hereof, "Property Materials" shall mean any prior title insurance policy, surveys, any Phase I reports, Phase II reports, inspection reports, zoning reports and Buyer’s representatives all other written materials pertaining to the properties being acquired under the REPA. Purchaser and its representatives, agents and licensed contractors may make such tests, surveys and inspections of the Assets and properties as Purchaser deems necessary for its due diligence, including without limitation, Phase II reports, environmental assessments and testing, soil tests, environmental audits, structural and foundation surveys, equipment inspections and testing and topographical surveys ("Environmental Investigation"), from time to time, at the sole cost and expense of Purchaser. Purchaser shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, no responsibility under this Agreement with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts discovery of any hazardous or toxic waste, substance or material, pollutant or contaminant, including asbestos, as defined for purposes of Environmental Law ("Hazardous Substance") or any other condition found or discovered on or relating to conduct the Purchased Assets or to undertake any remedial action on or relating to the Purchased Assets as a result of the inspections permitted hereinor tests undertaken by Purchaser and its representatives, agents or licensed contractors unless and to the extent that the presence of Hazardous Substances is due solely and directly to the acts of Purchaser and/or its representatives, agents or licensed contractors. Seller For purposes of any Environmental Investigation, Purchaser agrees to cooperate (i) carry and to cause its representatives, agents and licensed contractors to carry commercially reasonable insurance coverages adequate to cover the Environmental Investigation activities; (ii) except as otherwise provided in introducing Buyer to vendorsthis Agreement, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall defend, indemnify and hold save Seller harmless from and against any and all claims, injuries out-of-pocket costs, expenses, losses and damages to persons and/or property arising out other obligations (including, without limitation, reasonable attorneys' fees and court costs) incurred, directly on account of any loss, damage or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend injury to any claimsperson or property, injuries by reason of any negligent act or damages resulting from or relating to (i) any action omission of Seller or Purchaser, its representatives, agents or representatives or licensed contractors, in connection with any Environmental Investigation; and (iiiii) any existing environmental contamination or other conditions with respect restore the properties at Purchaser's sole cost to the Property condition that may be discovered by Buyer as existed immediately prior to the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility commencement of the transactionEnvironmental Investigation. In the event that Purchaser notifies Seller of any environmental objection or in the event that Purchaser's due diligence reveals any other violation of Environmental Law or presence of Hazardous Substances on, in or under any of the availability properties, Purchaser shall immediately notify Seller thereof and cost of financingSeller, and not Purchaser or anyone acting on Purchaser's behalf, shall make any other matters of concern disclosures to Buyerany Governmental Body as Seller deems appropriate. Buyer Upon Purchaser providing Seller with notice reasonably in advance, Seller shall permit Purchaser to have the right necessary access to terminate this Agreement by delivering notice conduct due diligence regarding Seller's medical billing and coding practices, including access to Seller at or before 11:59 p.m. Eastern time on the last day all supporting documents as Purchaser shall reasonably request. Access related to medical billing and coding practices shall be completed within thirty (30) days following Seller's provision of the Due Diligence Periodrequested materials. If Purchaser undertakes an on-site review of such materials at premises of Seller, if Buyer determinesthen such access shall be provided only during normal business hours, for any reason or no reason, that it is and Purchaser shall conduct such review in a manner so as not desirable to proceed interfere with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementnormal business operations of Seller.

Due Diligence. Buyer has paid Seller the sum of $25.00may perform, the receipt of which is hereby acknowledged by Sellerat its sole cost and expense, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials examinations and inspections relative to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer economic and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement physical feasibility of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Real Property as Buyer may deem necessary as part determines in its sole and absolute discretion, including, without limitation, engineering studies, wetland delineation, market analysis, financial feasibility analysis including the availability of Buyer’s acquisition financing, and environmental assessments of the PropertyReal Property (“Tests”). Seller Buyer shall allow Buyer promptly commence and diligently proceed with its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted hereinTests. Seller agrees to cooperate promptly provide Buyer with all readily available property information to assist in introducing Buyer to vendorsthe conduct of ▇▇▇▇▇’s due diligence, staff and other parties who have experience with including without limitation the Property’s ongoing operationsDocuments (as that term is defined herein). Buyer shall indemnify and hold Seller harmless from and against any and all claimsits duly authorized agents will, injuries and damages pursuant to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; providedSection 4(i), however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right during the period from the Effective Date until the Closing Date, to enter in and upon the Real Property to complete its due diligence, including without limitations, completing the Tests. If such Tests reveal any condition or circumstances which ▇▇▇▇▇ finds objectionable for any reason, in ▇▇▇▇▇’s sole and absolute discretion, ▇▇▇▇▇ has the right and option to terminate this Agreement by delivering written notice delivered to Seller at on or before 11:59 p.m. Eastern the Condition Date as set forth herein, at which time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money will be refunded to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided will be of no further force or effect. Within five (5) days of the Effective Date, Seller will provide to Buyer all documents in this AgreementSeller’s current possession or reasonable control, relevant to the Real Property, including, without limitation, any municipal or governmental approvals for the Real Property, any notices or correspondence from any governmental agency, resolutions, agendas, staff reports, studies, analysis, tax statements, permits, soil reports, environmental assessment, leases, surveys, appraisals, or any other documents relevant to the Real Property (“Documents”). The Condition Date will be extended one (1) day for every day the Documents are not delivered to Buyer beyond the five (5) day period set forth herein.

Due Diligence. Buyer has paid (a) Seller covenants and agrees to all of the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate terms and provisions set forth in this Agreement during the Due Diligence PeriodSection 5.2(a). Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be Between the date of commencement of this Agreement and the Due Diligence Period. Prior Effective Time, in addition to Closing, Buyer and Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents agents, shall have the full right to enter upon Property at Buyer’s expense(a) examine the offices, properties, equipment, invoices, customer records, agreement books and at reasonable timesrecords of Seller and of the Seller Subsidiary, to inspect(b) meet and discuss the Seller Business and the operations, surveyhistory and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, examine, the Seller Subsidiary and test the Property Seller Business as Buyer may deem in its sole and absolute discretion deems necessary as part of Buyer’s acquisition or appropriate, including a due diligence review of the PropertyContracts, assets, rights, liabilities and Intellectual Property of Seller . (b) Buyer covenants and agrees to all of the terms and provisions set forth in this Section 5.2(b). Seller shall allow Buyer Between the date of this Agreement and its the Effective Time, in addition to Seller’s rights provided by Section 5.1(b), Seller, acting through Seller’s own personnel, legal counsel, accountants and other representatives and agents access toagents, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the full right to terminate this Agreement by delivering notice to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Buyer, (b) meet and discuss Buyer and the operations, history and prospects of Buyer with representatives and employees of Buyer and (c) otherwise perform such due diligence review of Buyer as Seller at in its sole and absolute discretion deems necessary or before 11:59 p.m. Eastern time on the last day appropriate, including a due diligence review of the Due Diligence PeriodContracts, if Buyer determinesassets, for any reason or no reasonrights, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to liabilities and Intellectual Property of Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. From and after the Purchase Price Determination Date, Buyer has paid Seller shall have a three (3) year period (the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the “Due Diligence Period. Within ten (10”) days after the Effective Dateto conduct all testing, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer evaluations and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition inspections of the Property. Seller shall allow Buyer , and its representatives review and agents access to, or shall provide documents for review, whichever the case may be, with respect analyze all matters related to the Property at desired by Buyer in its sole discretion, including but not limited to review of all reasonable times physical conditions of the Property, inspections of the structures on the Property, available utilities, zoning, title, survey and shall cooperate with Buyer’s efforts environmental condition of the Property, and to conduct seek to obtain any and all permits and entitlements necessary or desirable for the inspections permitted hereindevelopment of the Property, including, without limitation, planning commission approvals, board approvals, special use permits, site plan approvals, zoning approvals, development approvals, building approvals and permits (collectively, the “Permits”). Seller agrees to cooperate work in introducing Buyer good faith and in appropriate due diligence in relation to vendorsall permits, staff approvals, and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify licensing activities, including supportive representation at all local, regional, state and hold Seller harmless from federal hearings and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that presentations which may be discovered required by Buyer. Nothing in this Option shall obligate the City of Quincy as a governmental body or any agency, board, or official thereof, to issue, renew, extend, or modify any permit, approval, license, or ruling necessary or desirable for the operations of ▇▇▇▇▇ proposed hereunder. In the event Buyer as has not received the result of its investigations. During Permits during the Due Diligence Permitting Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement Option by delivering written notice thereof to Seller at or before 11:59 p.m. Eastern time on delivered prior to the last day end of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with . Upon delivery of said termination notice all obligations of the transaction. In such event, Holder parties hereto shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementcease.

Due Diligence. Buyer has paid Seller the sum (a) For a period of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) 45 days after the Effective Date, Seller shall deliver to Buyer Date of this Agreement (the “Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsPeriod”), Buyer and Seller its agents and representatives shall agree in writing (be entitled to conduct an inspection of the Premises, which may include, but shall not be via e-maillimited to, the rights to (1) as enter on the Premises to such date of completion of deliveryperform inspections and tests, which shall be the date of commencement including, but not limited to, inspection, evaluation and testing of the Due Diligence Periodheating, ventilation and air-conditioning systems and all components thereof, the roof of the building, the parking lots, all structural and mechanical systems within the building, including, but not limited to, sprinkler systems, power lines and panels and plumbing; and (2) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. Prior to ClosingIf Buyer, Buyer in its sole and absolute discretion, determines that the results of any inspection, test or examination do not meet Buyer’s representatives and agents shall have criteria for purchase or operating of the right Premises in the manner contemplated by Buyer, or if Buyer, in its sole discretion, otherwise determines that the Premises is unsatisfactory to enter upon Property at Buyer’s expenseit, and at reasonable times, to inspect, survey, examine, and test the Property as then Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering written notice to Seller at or before 11:59 p.m. Eastern time on Sellers, given not later than the last day of the Due Diligence Period, if or Buyer determinesand Seller may agree to provide Buyer a credit against the purchase price, for provided that any reason or no reasonsuch amendment shall not be valid unless mutually signed prior to the expiration of the Due Diligence Period. If Buyer elects to terminate this Agreement, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money money shall be returned to BuyerBuyer and, and except as otherwise provided in this Section, neither party of the Parties shall have any further obligations or liability to the other hereunder. In the event Buyer fails to notify Seller of its intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, tests and appraisals required by Buyer under this Agreement except as Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of its agents or representatives, shall damage the Premises or any portion thereof, except for any immaterial damage caused by environmental and other tests, all of which shall promptly be repaired by Buyer at Buyer’s sole cost and expense. Buyer agrees to indemnify and defend Seller and hold Seller harmless from any and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its agents and/or representatives, in connection with Buyer’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any termination of this Agreement. (d) The physical condition of the Premises shall be substantially the same on the date of possession, as it exists as of the Effective Date of this Agreement, reasonable wear and tear excepted. Buyer shall have the right to inspect the Premises during the 48-hour period immediately prior to possession and closing.

Due Diligence. ▇▇▇▇▇ has previously conducted extensive investigations of the Property under the terms of a License and Right of First Offer Agreement which, as extended, was effective for one year and expired on March 15, 2023. Pursuant to the terms of the License Agreement, Seller provided to Buyer extensive documentation and materials regarding the Property (the “Due Diligence Material“), and Buyer had the Property professionally appraised. During the term of the License Agreement, and following its expiration, Buyer has paid Seller also had the sum opportunity to assess the financial, regulatory and political feasibility of $25.00purchasing the Property. As a result of these investigations and analysis, Buyer does not require a typical feasibility period. Beginning on the receipt of which is hereby acknowledged by SellerEffective Date and continuing for forty five (45) days (the “Contingency Period“), as option money for Buyer having shall have the right to terminate this Agreement during (i) make or have made such additional inspections, investigations, evaluations, surveys, tests and studies with respect to the Property as Buyer may elect to make or obtain “Due Diligence Period. Within ten Investigations”, and (10ii) days after obtain the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement approval of the Due Diligence Period. Prior to Closing, Buyer and purchase by the Buyer’s representatives Governing Board and agents its Chancellor’s office. During the term of the Escrow, ▇▇▇▇▇ and ▇▇▇▇▇'s agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, the “Buyer Parties”) shall have the right to enter upon Property the Property, at Buyer’s expense's cost, for the purpose of conducting inspections, surveys, appraisals, investigations and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition tests of the Property. Such access shall be coordinated through ▇▇▇▇▇ ▇▇▇, ▇▇., or ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (or any substitute for such individuals designated by Seller in a written notice to the Buyer). Seller shall allow have the right to have someone accompany the Buyer Parties during access to the Property. The right of entry shall be subject to the following conditions: (i) All Due Diligence Investigations shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation, or requirement of any governmental or quasi-governmental agency with jurisdiction over the Property. The Buyer shall use commercially reasonable efforts to minimize any interference with or disturbance of the tenants and its occupants of the Property and the business being conducted from the Property. The Buyer shall not conduct any interviews or discussions with employees of the Seller or any tenants without offering the Seller the opportunity to have a representative present, and interviews with employees or contractors shall be limited to designated senior personnel as designated by the Seller. The Home, Barn and other structures on the Property contain furniture, personal effects, equipment, business records, and historical records of the Property and the Seller (“Personal Effects”). The Seller expressly reserves the right to restrict access to the Personal Effects. To the Extent Buyer requests access to these items, Seller may request explanation of the purpose of the investigation, information regarding the the identity and number of Buyer representatives and agents that will be provided access to such personal property and Seller may establish limitations on copying or taking pictures of such Personal Effects. Seller acknowledges that it is obligated to provide the Buyer with access to at least some of these Personal Effects in order for Buyer to comply with its obligations under the Restrictive Covenant Agreement, and agrees that the limitations provided in this section shall not otherwise inhibit Buyer’s ability to comply with the Restrictive Covenants Agreement. The Buyer will provide the Seller a list of the individuals who it expects to come onto the Property. The caretaker for the Property lives on the Property, and the Seller further reserves the right to prohibit or limit access to his living quarters. (ii) Prior to entering the Property to perform investigations (other than simple, short “walkthroughs” of the Property with no soil borings, subsoil, soil vapor, ground water, soil load-bearing tests or other tests involving physical invasion of the surface of the Property or any of the Improvements), the Buyer shall provide to the Seller a certificate of insurance or copies of insurance policies showing that the Buyer maintains in full force and effect a policy of comprehensive general liability insurance (1) covering the activities of the Buyer (including the Buyer’s employees, contractors and agents) in connection with the Due Diligence Investigations, (2) in an amount of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence, (3) naming Seller as additional insured, and (4) requiring at least thirty (30) days written notice to Seller prior to cancellation or reduction in coverage. (iii) All materials and information supplied by or on behalf of the Seller shall be confidential, except to the extent such documents are otherwise subject to disclosure under the Public Records Act. If this Agreement expires or is terminated for any reason, upon written request the Buyer shall promptly return to Seller all such materials. (iv) Any investigation involving soil borings, subsoil, soil vapor, ground water, soil load- bearing tests or other tests involving physical invasion of the surface of the Property or physical sampling are to be made by the Buyer only after obtaining the express written consent of the Seller, not to be unreasonably withheld, delayed, or conditioned. Seller and/or Seller’s environmental consultant may attend any test or investigation at the Property, and shall be entitled, without cost, to copies of all written reports and data prepared by or on behalf of the Buyer. Any request for consent under this subsection must be delivered to the Seller and its authorized representatives. Upon request, the Buyer will provide a reasonably detailed investigation plan sufficient for the Seller to determine the scope and logistics of the proposed investigation, at least five (5) business days before the desired entry upon the Property. Depending on the nature of the invasive testing or sampling, the Seller may require an increase in the amount of insurance specified above. If in the course of its investigation the Buyer discovers any environmental condition which the Buyer or its consultants or contractors believes should be reported to any governmental agency, the Buyer shall provide to the Seller full information regarding the discovery and the Seller shall assume any and all reporting obligations. (v) Except for the Buyer’s routine Due Diligence Investigations of governmental records, archives, zoning, correspondence, use restrictions and similar matters, the Buyer shall give the Seller a copy of all written communications to or from governmental authorities. The Buyer will make reasonable efforts to give the Seller advance notice of any meetings with governmental authorities, so that the Seller may participate if it so chooses. The Buyer shall not enter into any binding agreements with governmental authorities regarding the Property without the express written consent of the Seller. (vi) The Buyer shall maintain the confidentiality of any information delivered to the Buyer by the Seller and of any inspection of the Property conducted by the Buyer. The Buyer shall use all such information solely for the purpose of evaluating the Property. The Buyer shall have the right to disclose any such information only to the Buyer’s employees, consultants, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with the Buyer’s intended use of the Property. The Buyer shall be responsible for any breaches of confidentiality by persons to whom the Buyer discloses information. If the Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, including a Public Records Act request for documents, the Buyer shall provide documents promptly notify the Seller, and shall reasonably assist the Seller with information in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for reviewthe purpose for which a court issues an order, whichever the case may beor for such other purposes as required by law. (vii) The Buyer shall, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections fullest extent permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsby law, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify indemnify, defend , and hold harmless the Seller, and the Seller’s employees, agents, partners, trustees, beneficiaries, members, officers, directors and shareholders (collectively “Seller harmless Parties”) from and against any and all claims, injuries damages, losses, liabilities, actions, penalties, judgments, and damages to persons costs and/or expenses (including, without limitation, attorney’s fees and costs) (collectively, “Claims”), including, without limitation, Claims for property damage or personal injury (including, without limitation, death), arising out of (1) entry on the Property or resulting from any part thereof, or any act or negligence or other thing done in or about the exercise Property by the Buyer or any of the Buyer’s inspection rights; providedemployees, howeveragents, Buyer’s indemnity obligations shall not extend to any claimsrepresentatives or contractors, injuries or damages resulting from or relating to (i2) any action of Seller or its agents or representatives or (ii) any existing environmental contamination activity, work, or other conditions thing done, permitted at or about the Property, or any part thereof, in connection with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Investigations.. (viii) Copies of all non-privileged , final studies, reports, test results, bids, cost estimates, planning and engineering plans (“Buyer’s Reports”) obtained or prepared by the Buyer during the term of this Agreement for the purpose of examining the suitability of the Property for use by the Buyer and the underlying value of the Property will be promptly furnished to the Seller; provided that the Buyer shall not have any obligation to disclose to Seller any proprietary marketing studies prepared by or for the Buyer. (ix) The Buyer shall return those portions of the Property affected by its investigations to the condition those areas were in on the Effective Date, to the reasonable satisfaction of the Seller, as soon as practicable. Before the expiration of the Contingency Period, Buyer may evaluate the Propertyshall provide Seller with written notice that either (a) Buyer elects to continue under this Agreement, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. or (b) Buyer shall have the right elects to terminate this Agreement by delivering notice Agreement, in which case the Deposit shall be promptly returned to Buyer, and neither Buyer nor Seller at or before 11:59 p.m. Eastern time on shall have any further obligations under this Agreement, except for obligations which expressly survive the last day termination of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transactionthis Agreement. In such event, Holder shall promptly refund the ▇▇▇▇▇'s failure within the Contingency Period to deliver notice of its election shall be deemed to be ▇▇ Money ▇▇▇▇'s waiver of this contingency and election to Buyer, and neither party shall have any further obligations or liability purchase the Property under this Agreement except as expressly provided in the terms of this Agreement.

Due Diligence. Buyer has paid Seller (a) The Developer shall have the sum of $25.00right for a period ending on the ninetieth (90th) day after the Effective Date (the “Due Diligence Period”) to review the City Deliveries, the receipt NFR and the Title Commitment described below, and to have such studies and investigations of the Property performed as it deems necessary or appropriate, including, without limitation, a more detailed and targeted soils investigation on the Property (collectively, the “Due Diligence”). All Due Diligence shall be performed at the Developer’s expense. The Developer is solely responsible for determining the suitability of the Property for the Project. During the Due Diligence Period, the Developer will apply for and participate in a Plan Commission Courtesy Review of the Project Plans. The City will waive any application or review fees associated with the Plan Commission Courtesy Review process. (b) Before conducting any invasive or destructive tests, studies or examinations, on the Property, the Developer shall first notify and obtain the prior written consent of the City, which shall not be unreasonably withheld or delayed. The Developer, at its sole expense, shall restore the Property to the same condition it was in prior to any such tests, studies, or investigations. Prior to undertaking any such investigations, the Developer will obtain and furnish to the City the insurance coverage required by this Agreement. (c) The City recognizes that City led remediation excavation, building foundation removal, underground utility removal activities, and follow-up backfilling operations may have negatively impacted the structural capacity of soils in limited areas of the Property. The Developer will perform a targeted soils investigation to further identify the location and extent of unsuitable soils on the Property. The Developer will provide the City with a copy of the completed targeted soils investigation along with a detailed estimate of the extra development and building construction costs it will incur to effectively address unsuitable soils. The City and Developer will attempt in good faith to agree on the scope of unsuitable soils and the estimated soil remediation costs (“Soil Remediation Costs”) for which the Developer will receive a credit in determining the Base Lot Purchase Price as provided in Article IV below. The amount of Soil Remediation Costs shall be set forth in a written addendum executed by the Parties prior to expiration of the Due Diligence Period that shall become part of this Agreement. If the Parties do not agree on the amount of Soil Remediation Costs, then the amount thereof shall be zero unless the Developer elects to terminate this Agreement, which it may do for this reason within five (5) days after the end of the Due Diligence Period. (d) If the Developer is hereby acknowledged by Sellerdissatisfied with its Due Diligence for any reason, as option money for Buyer having including the failure to agree on Soil Remediation Costs with the City, the Developer shall have the right to terminate this Agreement during Agreement, by giving notice of such termination to the City, within five (5) days after the end of the Due Diligence Period. Within Following such termination (and the Developer’s compliance with the provisions of Section 607), the Parties shall not have any further liabilities under this Agreement except for the indemnity obligations that expressly survive termination of this Agreement. (e) If the Developer does not elect to terminate this Agreement pursuant to Section 301, Section 302(d) or Section 303 below, the Developer shall pay the City the non-refundable sum of Twenty Thousand Dollars ($20,000) (the “First Installment”) within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement end of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents The Developer will receive credit for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence PeriodPayment in determining the Base Lot Purchase Price, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in Article IV below. The City in its discretion may apply the First Installment to defray the administrative or other costs and professional fees incurred or to be incurred by the City in connection with this Agreement.

Due Diligence. The Inspection Period (herein so called) commenced on the date hereof and shall continue until the close of business on August 31, 2007. Prior to the end of the Inspection Period, Buyer has paid shall complete its examination of and shall satisfy itself with the condition of title to the Subject Interests at its own expense. However, (a) Seller shall make available to Buyer, at Seller’s place of business or elsewhere convenient to Seller, all of Seller's title opinions, certificates of title, abstracts of title, title data, records, files, leases, agreements, declarations, orders, contracts, permits, licenses, easements and other information relating to the sum Subject Interests and access to each property for a physical inspection, and (b) Seller shall instruct all of $25.00its attorneys, contractors, employees, agents and officers to cooperate fully with Buyer and its Representatives and assist them in the receipt of which is hereby acknowledged due diligence efforts. Seller shall make reasonable efforts to obtain any consents needed under contractual confidentiality provisions, if any, and, in the event said consents are able to be obtained by Seller’s reasonable efforts, as option money for furnish Buyer having the right a copy of all gas contracts, gas transportation and treating agreements, operating agreements and all amendments to terminate this Agreement during the Due Diligence Periodeach. Within ten (10) days after the Effective Date, The above-described information to be provided by Seller shall deliver be provided for the convenience of Buyer only and shall not form the sole basis of Buyer’s decision to Buyer purchase the Due Diligence Materials Subject Interests or in any way alter, alleviate, waive, void or reduce Buyer’s obligation to examine and satisfy itself with the condition of title to the extent within Subject Interests. Seller will, at Seller’s possession. Upon 's expense, use reasonable diligence to obtain all consents and waivers of preferential or other rights to purchase from third parties and governmental authorities as may be reasonably necessary to the completion of Seller’s delivery conveyance, assignment, and transfer to Buyer of all such Due Diligence Materialsthe Subject Interests. As used herein, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, “Representative,” with respect to the Property at all reasonable times a particular person or entity, means any director, officer, employee, agent, consultant, advisor other representative of such person or entity, including legal counsel, accountants and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementfinancial advisors.

Due Diligence. Buyer has paid Seller (a) At all times during the sum Review Period (as defined below) and for such period as is necessary to permit Purchaser to satisfy the conditions described in Section 4(d) and otherwise subject to the provisions of $25.00this Section 4, the receipt of which until such time as this Agreement is hereby acknowledged by Sellereither settled or terminated, Purchaser, Purchaser’s authorized agents, employees, consultants, architects, engineers and contractors, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Datewell as others authorized by Purchaser, Seller shall deliver to Buyer the Due Diligence Materials have reasonable access to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer Property and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right entitled to enter upon the Property at Buyer’s expenseand make such surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, and at reasonable times, to inspect, survey, examine, and test other studies respecting the Property as Buyer may deem necessary as part of Buyer’s acquisition condition of the Property, availability of water, sewer, natural gas, and other utility services in sufficient quantities to meet Purchaser’s requirements, and such other investigations, inspections, evaluations, studies, tests and measurements (collectively, the “Investigations”) as Purchaser deems necessary or advisable. Purchaser’s rights hereunder to conduct Investigations shall be subject to the following requirements and limitations: (i) any entry upon the Property by Purchaser, Purchaser’s authorized agents and employees, as well as others authorized by Purchaser shall require at least twenty-four (24) hours advance notice to Seller of the date and time of the entry and the specific Investigations to be conducted in connection with the entry, and (ii) the Investigations shall not result in any material adverse change to the physical characteristics of the Property (and Purchaser shall be obligated to reasonably repair and restore any damage to the Property resulting from the Investigations). Seller shall allow Buyer and its be entitled to have one or more representatives and agents access to, present to observe or shall provide documents for review, whichever monitor the case may be, with respect to Investigations on the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted hereinProperty. Seller Purchaser agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries costs, losses, expenses, and damages liabilities, including reasonable attorneys’ fees, arising out of claims for injury, including death, to persons or physical injury to property resulting from Purchaser’s conduct of the Investigations (collectively, the “Purchaser’s Indemnification Obligations”). Notwithstanding the foregoing, Purchaser shall not be entitled to conduct any environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. no sampling, drilling, etc.) without first obtaining Seller’s prior written consent. Purchaser acknowledges that underground and/or aboveground utility lines cross or may cross the Land, possibly including, without limitation, electrical transmission lines and natural gas lines, some or all of which may cause serious injury to persons (including death) or property if disturbed without the proper safety precautions being observed. Purchaser acknowledges and agrees that Seller makes no representations or warranties with respect to the presence or location of any utility lines. Purchaser further acknowledges and agrees that, prior to any drilling, digging, grading, excavating or other activity on the Property by Purchaser or its agents, contractors, employees, licensees or other authorized representatives, Purchaser, as part of its due diligence, shall make appropriate inquiries directly with all applicable utility companies to confirm the presence, absence and/or actual location of any underground and/or aboveground utility lines on the Property, and Purchaser shall indemnify and hold harmless Seller from and against any and all claims for injury to persons (including death) or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend incident to any claimsdrilling, injuries digging, grading, excavation or damages resulting from other activities by or on behalf of Purchaser on the Property (the foregoing indemnification by Purchaser shall be included as part of Purchaser’s Indemnification Obligations). Notwithstanding any term or provision herein to the contrary, the provisions in this Agreement (including in this Section 4) relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect the Investigations shall apply to all Investigations conducted by Purchaser and Purchaser’s authorized agents, employees, consultants, architects, engineers and contractors both prior to the Property that may be discovered Effective Date and from and after the Effective Date until Closing or the termination of this Agreement. Purchaser will remain liable to Seller for the full amount of damages suffered by Buyer as Seller under this Section 4, notwithstanding the result completion of its investigations. During the Due Diligence Period, Buyer may evaluate the PropertyClosing hereunder, the feasibility termination of this Agreement by Purchaser or Seller, or a default by Purchaser under this Agreement and the transactioncollection by Seller of liquidated damages (if any). (b) In the event Purchaser elects to terminate Purchaser’s obligations in accordance with the provisions of this Agreement, the availability and cost Purchaser shall deliver to Seller, without warranty or representation as to accuracy, completeness or validity, a copy of financingall surveys, engineering studies, development plans, and any other matters documents and reports, that Purchaser may have obtained or developed from any source as a result of concern the Investigations relating to Buyer. Buyer the Property, and shall assign to Seller, if assignable, all licenses and permits procured by the Purchaser relating to the Property. (c) Purchaser shall have from the right Effective Date until December 24, 2007 (the “Review Period”) to examine the Property as provided in Section 4(a) above and thereafter shall have such other rights to examine the Property to satisfy the conditions described in Section 4(d) and to perform the Survey work under Section 5 hereof. Purchaser may terminate this Agreement by delivering written notice given to Seller at or before 11:59 any time prior to 5:00 p.m. Eastern time Time on the last day of the Due Diligence Review Period. In the event of such termination, all but $10 of the Binder Deposit shall be refunded to Purchaser (with the retained $10 being paid to Seller in consideration of the Review Period), this Agreement shall be deemed of no further force and effect, and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, save and except Purchaser’s Indemnification Obligations which shall survive any such termination. In the event Purchaser does not terminate this Agreement on or before the expiration of the Review Period, then the Binder Deposit shall be deemed fully earned by Seller and non-refundable except as otherwise set forth in Sections 5(b) or 11(a) below. (d) Notwithstanding the provisions of Section 4(c) above and the Investigations conducted by Purchaser prior to the expiration of the Review Period, Purchaser’s obligation to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which must be satisfied to Purchaser’s satisfaction or waived in writing by Purchaser on or prior to Closing: (i) Purchaser will have the right to perform Investigations as to the structural integrity of the Building and if Buyer determinesperformed, such studies shall fail to identify any material structural defects; (ii) Purchaser will have the right to perform Investigations as to the environmental condition of the Property and if performed, such studies shall fail to identify any material recognized environmental defects, failure to comply with applicable laws or contamination requiring any remediation activity or which impacts the current operations at the Property; (iii) Purchaser will have applied for incentives and/or credits under the Illinois Economic Development for a Growing Economy program and Purchaser will have received approval as to such incentives and/or credits. In the event that any such conditions are not satisfied by the latest date upon which the Closing can occur pursuant to Section 6, Purchaser may terminate this Agreement by written notice given to Seller. In the event of such termination, all but $10 of the Binder Deposit shall be refunded to Purchaser, this Agreement shall be deemed of no further force and effect, and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, save and except Purchaser’s Indemnification Obligations, which shall survive any such termination. (e) Seller shall promptly (and in any event within two (2) days after the Effective Date) deliver to Purchaser a copy of Seller’s current policy of or commitment for title insurance and any other reports or studies relating to the Property or its condition that are in Seller’s actual possession or to which Seller has reasonable access, including, without limitation (to the extent that Seller has the same), surveys, geotechnical reports, and related documents, as-built construction plans and engineering studies (collectively, “Seller’s Documentation”). In the event the Closing fails to occur for any reason or no reason, Purchaser agrees to return promptly to Seller all copies in Purchaser’s possession of Seller’s Documentation, including any and all copies that it is not desirable are in the possession of Purchaser’s consultants and agents. Purchaser agrees and acknowledges that Seller’s Documentation shall be delivered as a courtesy only and without any warranty or representation as to proceed the accuracy, completeness, or validity of the same (f) At least two business days before the Closing, Purchaser and Seller shall conduct a physical inventory (the “Inventory”) of the equipment, machinery, parts, supplies, fixtures, and owned software, which shall comprise the Personal Property and be conveyed by Seller to Purchaser with the transactionProperty. In When completed, the Inventory shall be attached to this Agreement as Exhibit C. Seller further represents and warrants that the Personal Property included in the Property when the same was inspected by Purchaser on December 7, 2007 will be included in the sale as of the Closing, except for such event, Holder shall promptly refund items as will have been used in the ▇▇▇▇▇▇▇ Money ordinary course of business by Seller. Purchaser acknowledges and agrees that Seller may work the raw materials inventory down to Buyernegligible amounts by the time of the Closing. Purchaser understands and acknowledges that some of the forklifts used by Seller at the Property are leased by the Seller, and neither party that Seller intends to return all of the leased forklifts to the owner on or before the Closing, unless Purchaser assumes the leases for the same pursuant to Section 7(d). Owned forklifts will be transferred to Purchaser together with the Property. Should Purchaser elect to purchase any of Seller’s raw materials, Purchaser and Seller shall have any further obligations or liability under this Agreement except as expressly provided conduct a separate physical inventory of the raw materials on the Property the day before Closing, and confirm Seller’s cost for the same to be paid by Purchaser to Seller at Closing in this Agreementa separate writing to be executed by both parties at Closing.

Due Diligence. Buyer 1. Developer, on behalf of Continuum, will undertake ordering the following items as part of the due diligence with regard to the Continuum Parcel: 1.1 A American Land Title Association (“ALTA”) Title Insurance Commitment (“Commitment”), including copies of all exception documents, vesting deeds, plats, maps, encumbrances and liens of record, for the issuance of a title insurance policy (“Title Policy”) insuring marketable title to the Continuum Parcel. 1.2 An ALTA and American Congress of Surveying and Mapping (“ACSM”) survey of the Property (“Survey”) and legal description of the Property prepared under the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. 1.3 A study and report, regarding the suitability of the soils located in the Continuum Parcel for the construction of the Improvements. 1.4 A Phase I Environmental Site Assessment and a Phase II Environmental Site Assessment if recommended by the service provider or requested by Continuum (the Phase I and Phase II Environmental Site Assessment, if applicable, are collectively referred to as the “Environmental Report”). Developer is to provide all user data and information necessary for the preparation of the Environmental Report. Except as may be specifically set forth herein to the contrary, Developer has paid Seller not made and Continuum shall not rely on any representation of Developer with respect to the sum Continuum Parcel, and Continuum has not made and Developer shall not rely on any representation of $25.00Continuum with respect to the Continuum Parcel. Continuum and Developer each hereby acknowledge that, with respect to due diligence and related matters (including without limitation, the receipt physical condition of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during Continuum Parcel and matters of title affecting the Continuum Parcel) Continuum and Developer shall rely solely upon the Due Diligence Period. Within ten (10) days after Items and such other due diligence materials as may be obtained by the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials parties with respect to the extent within Seller’s possessionContinuum Parcel. Upon Neither party shall warrant the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree results or conclusions set forth in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement any of the Due Diligence Period. Prior to ClosingItems, Buyer and Buyer’s representatives and agents shall have provided that in the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part event that either party becomes aware of Buyer’s acquisition information that would render any of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate information set forth in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence PeriodItems inaccurate or incomplete, Buyer may evaluate such party shall promptly advise the Propertyother in writing. 2. Continuum will be responsible for paying for the costs, the feasibility of the transaction, the availability fees and cost of financing, expenses for preparation and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day finalization of the Due Diligence PeriodItems, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with all of which are part of the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementTotal Development Costs (“Due Diligence Costs”).

Due Diligence. Buyer has paid Seller will have until the sum latter of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10i) forty-five (45) days after the Effective Datefull execution of this Agreement by both parties hereto, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion or (ii) forty-five (45) days after delivery of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement each of the Due following items (the ADue Diligence Period. Prior Period@) to Closingconduct all of its inspections and due diligence and satisfy itself regarding each item, Buyer the Property and Buyer’s representatives this transaction. a. The original and agents shall have the right to enter upon Property at Buyer’s expense, one copy of a title insurance commitment for an ALTA owner's title insurance policy (see paragraph 8 below) b. Copies of such "as built" plans and at reasonable times, to inspect, survey, examine, and test specifications for the Property as Buyer may deem necessary Seller can locate after diligent search. c. Copies of an "as part built" survey of Buyer’s the Property done concurrent with Seller's acquisition of the Property. d. Current lease, and rent payment history showing occupancy date, lease expiration date, rent, and security deposit, if any, accompanied by such tenant financial statements as may have been provided to Seller by the Tenant. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against Copies of any and all claims, injuries existing soil tests and damages to persons and/or property arising out of environmental tests previously done by or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or for Seller relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigationsProperty. During the Due Diligence Period, Buyer may evaluate and Seller as a condition to both parties' obligations hereunder, shall attempt to agree upon a mutually acceptable form of assignment and assumption of lease and personalty of Seller on the Property, if any, with respective pre and post closing indemnification clauses, and an Estoppel Certificate executed by existing tenant on such form reasonably approved by Buyer, or if tenant is unwilling, certified by Seller (to be submitted within thirty (30) days of Closing). Seller shall provide Buyer access to the feasibility Property from time to time for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the transaction, the availability and cost of financing, and any other matters of concern Due Diligence Period to Buyercomplete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the extent caused by the actions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. The foregoing duty of indemnification shall include the duty to pay all reasonable attorney's fees incurred by the Seller in responding to or defending any such claims or proceedings. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned the First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Buyer irrevocably will be deemed to have canceled this Agreement and relinquish all rights in and to the Property unless Buyer makes the Second Payment when required. Upon payment of the Second Payment, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by delivering notice to Seller at or before 11:59 p.m. Eastern time on Buyer and its inspection of the last day of property during the Due Diligence Period. Buyer shall have ten (10) business days, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money from written notice to Buyer, and neither party shall have to review any further obligations or liability under adverse material changes in any of the due diligence items received prior to the Closing Date to terminate this Agreement. Except for the foregoing, if this Agreement except as expressly provided in this Agreementis not canceled and the Second Payment is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Due Diligence. (a) The parties agree that Buyer has paid shall conduct a due diligence investigation of Seller (including, without limitation, a review of the sum information, documents and other matters identified in the Disclosure Schedule or delivered pursuant to the terms of $25.00this Agreement) which shall commence promptly following the execution of this Agreement and, except as provided in subsection (b) below, shall be completed by Buyer no later than October 10, 1997. If, during the receipt course of which is hereby acknowledged by Sellersuch investigation, as option money Buyer obtains any actual knowledge of any fact causing a breach of any of the representations and warranties contained in Article IV hereof, Buyer shall promptly inform Seller thereof in writing. (b) The parties acknowledge that the lenders providing the financing necessary for Buyer having to consummate the right to terminate transactions contemplated by this Agreement during will conduct a due diligence review, including an environmental due diligence review (the "Environmental Due Diligence PeriodReview"), of Seller in scope and substance as may reasonably be requested by such lenders and agreed to by Buyer. Within ten (10) days after Buyer agrees that it shall be solely responsible for the Effective Datecosts and expenses related to the such due diligence review, Seller shall deliver to Buyer including the Environmental Due Diligence Materials Review. In order to complete such Environmental Due Diligence Review, Buyer will retain an environmental consultant mutually satisfactory to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives lenders (the "Environmental Consultant"), and agents access to, or shall provide documents for review, whichever request that the case may be, with respect Environmental Consultant deliver to the Buyer no later than October 10, 1997 (i) a Phase I or limited scope environmental assessment of all Real Property at all reasonable times of the Seller, prepared in substance and pursuant to such methods as is requested by the Buyer, and (ii) if such Phase I or limited scope environmental assessment recommends a Phase II environmental assessment, a Phase II environmental assessment that shall cooperate include the testing of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Real Property, in a manner consistent with Buyer’s efforts to conduct the inspections permitted hereingood engineering practice. Seller agrees to cooperate with Buyer and the Environmental Consultant in introducing Buyer to vendors, staff and other parties who have experience with completing the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Environmental Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementReview.

Due Diligence. Buyer, or its designees, will have a period of thirty-five (35) days from the later of (1) the date of the last party's execution of this Agreement or (2) the date of delivery by Seller to Buyer has paid of the items listed in (i) below (except for those items which are made available at the Property as designated by Seller (the sum "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of $25.00the Property. Seller shall cooperate in all reasonable respects with Buyer in connection with such tests and inspections. All entry upon the Property and any and all contact with on site employees of Seller by Buyer shall be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Buyer agrees to complete a lease audit, financial inspection and physical review within the receipt first twenty (20) days of which is hereby acknowledged by the due diligence. All third party reports must be ordered within said first twenty (20) day period and evidence of such orders supplied to Seller. Notwithstanding the foregoing, as option money for Buyer having shall still have the right to terminate this Agreement during for any reason throughout the entire Due Diligence Period. Within ten (10) days after If the Effective DateClosing of the Property does not occur, Seller Buyer shall deliver to Buyer restore the Due Diligence Materials Property to the extent within Seller’s possession. Upon the completion of Seller’s delivery same condition as prior to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and entry by Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to . (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Operating Statements for the last two (2) calendar years 3. Operating Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Breakdown of the Property's payroll account including a list of on-site personnel, for the last calendar year and for the current calendar year to date 5. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the last full calendar year if in Seller's possession 6. As-built survey, if in Seller's possession 7. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date 8. Copies of all notices of zoning, building, safety, health code or other violations relating to the property in Seller's possession 9. Copy of the latest insurance declaration covering the Property (the same may be within a master policy) 10. Make available to Buyer all income information in Seller's possession for all tenants currently leasing units at the Property. 11. Make available originals or copies of all tenant leases for the Property in connection with each apartment unit, and all credit reports and other information concerning the leases or the tenants which are currently in Seller's files 12. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the apartment complex All of the foregoing will either be at the Property location or submitted to Buyer by Seller within two (2) days after execution of this Agreement by both parties. All Due Diligence materials must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. All reports desired by Buyer during its Due Diligence Period shall be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply copies to Seller of each and every report if Buyer does not close on its acquisition of the Property. (ii) During the Due Diligence Period, Buyer will conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) After Seller provides all required documents to the Buyer, Buyer agrees to accept or reject the Property and all documents prior to the end of the Due Diligence Period. If Buyer does not cancel this Contract during the Due Diligence Period by notice to Seller, Buyer shall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except for cancellation in accordance with the specific provisions of this Contract, including title and/or survey objections as set forth below. This Agreement is contingent upon Buyer and Seller closing the sale and purchase of Foxhunt Apartments, Camelot East Apartments, Brookshires and Countrybrook Apartments, which are the subject of Agreements executed simultaneously herewith. In the event either party fails to close any of said transactions or this transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer party shall have the right to terminate this Agreement by delivering notice refuse to Seller at close any or before 11:59 p.m. Eastern time on the last day all of the Due Diligence Period, if Buyer determines, for other transactions. Said failure to close shall include failure to close as a result of any reason or no reason, that it whether or not arising out of breach, failure of contingency or otherwise. Provided said failure to close is for a valid reason and not desirable due to proceed with the transaction. In such eventbreach by buyer, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money all deposits should be returned to Buyer, buyer and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementto the other.

Due Diligence. Buyer has paid Seller the sum of $25.00(a) Landlord hereby agrees to deliver, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within within ten (10) days after the Effective Date, Seller (via an online drop-box) to Tenant all topographical, engineering, environmental and other studies, surveys, engineering plans, development agreements, licenses, permits, plans, existing title commitments and other like materials with regard to the Entire Development, in Landlord’s possession or reasonable control (however, Landlord shall deliver not be required to Buyer provide Tenant with any financial pro formas of Landlord). (b) During the Due Diligence Materials Period and the Entitlement Period, Tenant may make such surveys, inspections and tests of and/or reports and other documents concerning the Entire Development as Tenant may reasonably desire, with such activities being conducted by ▇▇▇▇▇▇, at ▇▇▇▇▇▇’s sole cost and expense. Because Tenant is not entitled to possession of the Premises until the Delivery Date, Tenant agrees that Tenant shall notify Landlord no less than one (1) business day in advance (which notice may be telephonic or by email) of any on-site tests or inspections so that Landlord can authorize Tenant’s inspectors, as agents of Landlord, to access the Premises for such on-site tests and inspections, including, without limitation, having borings, hydrologic, environmental, soils and other pre-development studies, analyses and/or tests undertaken by Tenant’s agents, employees and/or contractors (collectively, the "Inspections"). Provided, however, that any intrusive tests and/or inspections shall be subject to the extent within SellerLandlord’s possession. Upon the completion of Sellerprior written approval, to be granted or withheld in Landlord’s delivery to Buyer of all such Due Diligence Materialssole discretion, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which the nature and scope thereof. All persons accessing the Premises to conduct tests and inspections shall be required to provide evidence of comprehensive liability insurance in an amount of not less than $2,000,000 per occurrence and $4,000,000 in the date aggregate, together with property damage of commencement not less than $2,000,000 and shall deliver a certificate of the Due Diligence Periodsuch insurance coverage to Landlord. Prior All Inspections shall be performed at Tenant’s expense but without liability for payment of Rent or of any other charges required to Closingbe paid by Tenant hereunder, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect but otherwise subject to the Property at all reasonable times terms and shall cooperate with Buyer’s efforts to conduct the inspections permitted hereinconditions of this Lease. Seller Tenant agrees to cooperate in introducing Buyer to vendorsindemnify, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify defend and hold Seller Landlord harmless from and against any and all liabilities, obligations, claims, injuries demands, losses, damages, actions or causes of action, reasonable costs and damages expenses (including, without limitation, reasonable attorneys’ fees andcostsand costs) imposed upon or incurred by or asserted against Landlord by reason of, or directly related to, the Inspections, but such indemnification shall not apply to persons any liability related to the negligence of Landlord, nor to any liability that may arise from Tenant discovering and/or property arising out reporting any conditions affecting the Premises (including, without limitation, the presence of hazardous materials or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyersubstances or any other environmental contamination). Tenant’s indemnity obligations obligation in this Section shall not extend to survive any claims, injuries or damages resulting from or relating to (i) termination of this Lease. Tenant may cancel this Lease at any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During time during the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and Period for any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement reason by delivering providing written notice to Seller at or before 11:59 p.m. Eastern time on Landlord prior to the last day expiration of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.Period.‌‌‌

Due Diligence. Buyer (a) Each Borrower acknowledges that Lender has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement perform continuing due diligence reviews on all proposed Rental Properties and Financed Rental Properties, each Borrower Party and Guarantor, including financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Rental Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and each Borrower agrees that (i) upon reasonable prior notice to Borrowers, unless an Event of Default shall have occurred, in which case no notice is required, Lender or its authorized representatives will be permitted during the Due Diligence Period. Within ten (10) days after the Effective Datenormal business hours to examine, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materialsinspect, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement make copies and extracts of the Due Diligence Period. Prior to Closing, Buyer Property Files and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claimsdocuments, injuries and damages to persons and/or property arising out of records, agreements, instruments or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or information relating to such Rental Property (ithe “Due Diligence Documents”) in the possession or under the control of any action of Seller or its agents or representatives Borrower Party and/or Guarantor and/or the Custodian, or (ii) any existing environmental contamination or other conditions with respect upon reasonable request, Borrowers shall create and deliver to the Property that may be discovered by Buyer as the result Lender within five (5) Business Days of its investigations. During the Due Diligence Periodsuch request, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern an electronic copy via email to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money ▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇.▇▇▇, in a format acceptable to BuyerLender, of such Due Diligence Documents as Lender may request. Borrowers also shall make available, and neither party cause each other Borrower Party and Guarantor to make available, to Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Property Files and the Rental Property. (b) Borrowers agree to pay all reasonable out‑of‑pocket costs and expenses incurred by Lender in connection with Lender’s activities pursuant to this Section 19; provided that prior to the occurrence of an Event of Default that is continuing, Borrowers shall have any further obligations or liability not be obligated to pay to Lender more than the applicable Due Diligence Cap in connection with (x) Lender’s due diligence of (x) proposed Rental Properties and Financed Rental Properties under this Agreement except as expressly provided Section 19 (with the exception of any costs incurred in connection with (i) obtaining BPOs in respect of such Rental Property in accordance with this Agreement, (ii) the lien and litigation searches conducted from time to time on Rental Properties that are Eligible Non-Mortgaged Rental Properties, or (iii) the costs incurred in connection with the review of the Lender’s Title Insurance Policies procured with respect to the Financed Rental Properties that are subject to a Mortgage, none of which costs shall be subject to the Due Diligence Cap) and (y) Lender’s due diligence reviews of Borrower Parties and Guarantor. (c) Without limiting the generality of the foregoing, each Borrower acknowledges that Lender may make Advances (including Incremental Advances) to Borrowers secured by Collateral based solely upon the information provided by Borrowers to Lender in the Asset Schedule and the representations, warranties and covenants contained herein, and that Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Rental Properties pledged to secure an Advance, including (i) ordering BPOs, new credit reports, lien searches and new appraisals on the related Rental Property, (ii) conducting diligence on a Sample Set, which diligence shall include a review of the BPOs for such Sample Set,

Due Diligence. Buyer has paid Seller (a) During the sum of $25.00, period commencing on the receipt of which is hereby acknowledged by Seller, as option money for Buyer having Effective Date and expiring at 5:00 P.M. (EST) on the right to terminate this Agreement during twentieth (20th) day following the Effective Date (the “Due Diligence Period”), Buyer shall have the right, at its sole cost and expense, to review the Seller’s Documents and to conduct such inspections and tests of the Real Property as Buyer deems reasonably necessary, subject, however, to the terms and conditions set forth in this Agreement. Within ten If, in connection with the performance of its due diligence, Buyer and/or its engineers, architects, consultants, lenders, investors, partners, contractors, agent or other representatives (10collectively, “Buyer’s Representatives”) days after require access to the Effective DateReal Property, Seller shall deliver agrees to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, reasonably cooperate with Buyer and Buyer’s representatives representatives; provided, however, such access shall be during normal hours of operation of the Real Property and agents after 24 hours prior notice to Seller pursuant to Section 12.1. Buyer acknowledges and agrees that its access shall have be subject to the rights of tenants under the Leases and that Seller may not be able to arrange access to spaces controlled by tenants. Buyer covenants and agrees that the inspections and tests shall be conducted in such a manner that they do not cause any unreasonable interference with the business operations of the tenants on the Real Property and that neither Buyer, nor its employees, agents, engineers, consultants, contractors or other representatives, shall conduct any interviews of any tenants. (b) Notwithstanding anything to the contrary contained herein, except as expressly set forth in the next succeeding sentence, Buyer’s right to conduct such inspections and tests shall not include the right to enter upon Property at Buyer’s expenseconduct any invasive environmental testing, and at reasonable times, to inspect, survey, examine, and test the Property as neither Buyer may deem necessary as part nor any of Buyer’s acquisition Representatives shall perform the same without the prior written approval of Seller, which approval shall be in Seller’s sole discretion. Section 4.2. Prior to entry by Buyer or any of Buyer’s Representatives, Buyer shall deliver to Seller evidence that Buyer (or its affiliate) and/or Buyer’s Representative, whichever is applicable, has obtained and is maintaining commercial general liability insurance in an amount not less than $1,000,000.00 that names Seller as an additional insured thereon and that insures Seller against injury, death and property damage on or about the Real Property that arises out of the Property. Seller acts, negligence and omission of Buyer and/or such engineer, consultant, contractor or other representative; such coverage may be provided under any blanket policy maintained by Buyer (or its affiliate) and/or Buyer’s Representative so long as such policy shall allow Buyer contain a “per location” endorsement ensuring that the above stated policy limits are available separately for any injury, death and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect property damage relating to the Real Property and are not reduced by claims arising from injury, death or property damage at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operationslocations. Buyer shall indemnify comply with, and shall use commercially reasonable efforts, to cause Buyer’s Representatives to comply with, all laws, rules and regulations of any governmental authority and to obtain all licenses and permits required in connection with such activities. Section 4.3. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claimsproperty damage or personal injury or claim or lien against the Real Property caused by, injuries and damages to persons and/or property or arising out of or resulting from the exercise of in connection with, such access, inspections, tests, or assessments by Buyer or Buyer’s inspection rightsRepresentatives; provided, however, that Buyer’s indemnity obligations under this indemnification provision shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect apply to the any preexisting conditions, except to the extent that such conditions are exacerbated by such activities, or the negligence or misconduct of Seller. Such indemnification shall survive the closing or earlier termination of this Agreement, for a period of six (6) months. Section 4.4. If the Real Property that may be discovered is physically damaged or altered, and if such damage or alteration is caused by, or arises out of or in connection with, such access, inspections, tests, or assessments by Buyer as or Buyer’s Representatives, and if this Agreement is subsequently terminated, then Buyer agrees to promptly repair and/or restore the result of its investigationsReal Property to the condition which existed immediately prior to such damage or alteration, normal wear and tear excepted. During the Due Diligence PeriodIn addition, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer agrees that Seller shall have the right to terminate complete such repair and/or restoration if Buyer has not completed the same within thirty (30) days after the termination of this Agreement Agreement, and Buyer agrees to reimburse Seller for the actual and reasonable costs and expenses incurred by delivering Seller in connection with such repair and/or restoration. Such repair and/or restoration obligation, and such reimbursement obligation, shall survive the termination of this Agreement. (a) If the results of Buyer’s investigations are unsatisfactory in Buyer’s sole discretion, Buyer shall give written notice of termination to Seller at and Escrow Agent on or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Period. If Buyer gives notice of termination on or before said deadline, if Buyer determinesthen this Agreement shall be deemed terminated as of the date on which Seller receives such notice, for any reason or no reason, that it is not desirable to proceed with and Escrow Agent shall return the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money Deposit and all interest thereon to Buyer, and neither party shall have any further obligations or liability liabilities under this Agreement except as expressly set forth in this Agreement. Seller agrees, if requested by Escrow Agent, to confirm the foregoing by instruction to Escrow Agent to return the Deposit and all interest thereon, to Buyer. If Buyer fails to give notice of termination on or before said deadline, then Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Buyer agrees to purchase the Property in its “as is” condition as of said deadline, subject only to reasonable wear and tear, without abatement or reduction of the Purchase Price, and subject to the satisfaction of any other conditions to closing expressly set forth in this Agreement. (b) If this Agreement is terminated by Buyer in accordance with this Section 4.5 or any other provision of this Agreement, Buyer shall, upon written notice by Seller, return to Seller all documents provided to Buyer from Seller, and any copies thereof made by Buyer, or destroy such documents and copies. Buyer agrees that any and all non-public information obtained by Buyer or its agents and representatives with respect to the Real Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Real Property, shall be held by Buyer in confidence and not released or shared with anyone except (i) Buyer shall be entitled to make such disclosures to Buyer’s Representatives to the extent reasonably necessary to allow Buyer to evaluate the Property, provided such Buyer’s Representatives have been advised of the terms of Section 3.1(b), and (ii) Buyer shall be entitled to make such disclosure to the extent required by law (including any disclosure required under any federal or state securities law), or by any rules or policies of any governmental body provided Buyer notifies Seller of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure is required in a shorter period of time by applicable law. The provisions of this Section shall survive the termination of this Agreement for a period of one (1) year. Section 4.6. In the event this Agreement is not terminated pursuant to the provisions of this Article IV, the Deposit shall be deemed non-refundable, but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller (a) Purchaser shall have through the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement last day of the Due Diligence Period. Prior Period in which to Closingexamine, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expenseinspect, and at reasonable timesinvestigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to inspect, survey, examine, and test determine whether the Property as Buyer may deem is acceptable to Purchaser and to obtain all necessary as part of Buyer’s acquisition of the Propertyinternal approvals. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect Notwithstanding anything to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate contrary in introducing Buyer to vendorsthis Agreement, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that Purchaser may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering giving written notice of termination to Seller at (the “Due Diligence Termination Notice”) on or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period. If Purchaser does not give a notice of its intent to continue this Agreement beyond the expiration of the Due Diligence Period, if Buyer determinesPurchaser shall be deemed to have given a Due Diligence Termination Notice, and this Agreement shall be deemed terminated. (b) Purchaser shall have reasonable access to the Property for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling, but subject to the restrictions set forth below), and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall provide not less than one (1) business day’s prior notice to Seller before conducting any investigations, study, interview or test to or at the Land and the Improvements, and Seller’s representatives shall be permitted to attend any interview which Purchaser determines to conduct with any tenant of the Property. (c) Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement, upon reasonable notice, for any reason the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s or no reasonits property manager’s possession and Purchaser shall have the right to conduct a “walk-through” of the Property prior to the Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries. (d) Purchaser hereby covenants and agrees that it is shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not desirable unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall give Seller at least one (1) business day prior notice of Purchaser’s intention to proceed conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Due Diligence investigations, and shall not be permitted to perform an Intrusive Investigation unless Seller tenders written approval to such Intrusive Investigation within such period. In the event Purchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land or the Improvements, such as sampling of soils, other media, building materials, or the other comparable investigation, Purchaser will provide a written scope of work to Seller describing exactly what procedures Purchaser desires to perform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its reasonable discretion. (e) Purchaser and Purchaser’s representatives shall, in performing its Due Diligence inspections, comply with the transaction. In such eventagreed upon procedures and with any and all laws, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyerordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Unless required by applicable law, regulation or subpoena, neither Purchaser nor Purchaser’s representatives shall report the results of the Due Diligence inspections to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. (f) Purchaser or Purchaser’s representatives, as applicable, shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $1,000,000 covering any accident arising in connection with the presence of Purchaser or Purchaser’s representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party shall have costs associated with its Basic Project Inspection. Purchaser shall, at Purchaser’s sole cost, repair any further damage to the Land or the Improvements resulting from the Due Diligence inspection, and, to the extent Purchaser or Purchaser’s representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Due Diligence inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to the condition in which the same were found before such alteration, modification, disturbance or change. (g) Purchaser hereby indemnifies, protects, defends and holds Seller, its affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with the negligent actions or misconduct of Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s representatives entry upon the Land or the Improvements hereunder, excluding those caused by Seller’s gross negligence of willful misconduct. (h) The obligations or liability of the Purchaser under this Agreement except as expressly provided in this paragraph shall survive the termination of the Agreement.

Due Diligence. Buyer has paid Seller During the sum of $25.00Exclusive Negotiating Period, the receipt Developer and its representatives, consultants and attorneys shall have access to the City Property. Developer shall indemnify and defend the City, and shall hold the City, the City’s agents and employees and the City Property harmless from, any and all actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics’ and materialmen’s liens and attorney fees, proximately caused by the actions of which is hereby acknowledged Developer and/or its consultants, contractors, subcontractors or agents upon the Property. The Developer shall not permit any mechanics’ liens, materialmen’s liens, contractors’ liens, subcontractors’ liens or any other liens arising from any acts, omissions or work done by Sellerthe Developer or its agents to stand against the City Property. If any such lien shall be filed against the City Property, as option money for Buyer having the right Developer shall cause the same to terminate this Agreement during the Due Diligence Period. Within ten be discharged or bonded by payment, deposit, bond or otherwise within thirty (1030) days after actual notice of such filing. The Developer’s obligations under this Section 2(d) shall survive the Effective Datetermination or expiration of this Agreement. The Developer shall not perform any invasive testing at the City Property without the City’s written consent, Seller which consent may be withheld or granted on conditions in the City Manager’s sole discretion. The Developer shall promptly restore the City Property to the condition the City Property was in immediately prior to any tests or inspections conducted pursuant to this Section 2(c), at the Developer’s sole cost and expense. The Developer shall provide the City with a complete set of plans, drawings and specifications (“Invasive Testing Plans”) that define, to the sole satisfaction of the City Manager, the invasive testing to be performed on the City Property and the names of all environmental and other consultants, contractors, subcontractors and agents who will be performing such invasive testing (collectively “Developer’s Consultants”). The Developer shall deliver to Buyer the Due Diligence Materials names of the Developer’s Consultants and the Invasive Testing Plans to the extent within SellerCity concurrently with its request to the City to perform invasive testing. Before Developer or any Developer’s possession. Upon Consultants enter onto the completion City Property, Developer shall furnish to City with evidence of Seller’s delivery commercial general liability insurance from an insurer authorized to Buyer do business in the State of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryCalifornia, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect is reasonably acceptable to the Property at all reasonable times City, insuring against claims for bodily injury, death or damage to property in the amount of not less than $4,000,000 and shall cooperate with Buyer’s efforts not less than $2,000,000 in a single occurrence, endorsed to conduct name the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer City as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementan additional insured.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents Purchaser shall have the right to enter upon Property at Buyer’s expensethrough 5:00 p.m. Greensboro, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern North Carolina time on the last day of the Due Diligence Period in which to examine, inspect, and investigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to determine whether the Property is acceptable to Purchaser. If Purchaser, by written notice to Seller, waives its right to terminate this Agreement pursuant to this Section 2.2 prior to the end of the Due Diligence Period, if Buyer determinesthen the Due Diligence Period shall be deemed to have ended on the date such notice is received by Seller. Notwithstanding anything to the contrary in this Agreement, for any reason or no reasonPurchaser may terminate this Agreement by giving notice of termination to Seller (the “Due Diligence Termination Notice”) before 5:00 p.m. Greensboro, that it is not desirable North Carolina time on the last day of the Due Diligence Period as such Due Diligence Period may be extended as provided herein. If this Agreement terminates pursuant to proceed with the transaction. In such eventthis Section 2.2, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money shall be refunded to BuyerPurchaser immediately upon request, and neither party shall have any all further rights and obligations or liability of the parties under this Agreement shall terminate except as expressly otherwise provided herein. During the Due Diligence Period Purchaser, its agents, employees, contractors, and other third parties authorized by Purchaser, shall, subject to the conditions and limitations set forth herein, have reasonable access to the Property for the purpose of conducting such surveys, architectural, engineering, geotechnical and environmental inspections (including Phase I testing and, if warranted in Purchaser’s discretion from Phase I results, Phase II testing) and tests (non-intrusive, and nondestructive, inspection and sampling) and any other inspections, assessments, studies, appraisals or tests Purchaser in its discretion may desire to conduct. All entries upon the Property and inspections and tests thereof by Purchaser and its agents, contractors and other authorized third parties shall be subject to the following conditions and limitations: (i) Purchaser shall provide reasonable notice to Seller prior to any access upon or inspection or test of the Property by Purchaser, its agents, employees, representatives, or independent contractors and shall coordinate all entries with Seller; and (i) Purchaser shall keep the Property free and clear of any liens arising from any activities of Purchaser upon the Property or contracts entered into by Purchaser with respect to inspections or tests of the Property and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Purchaser, its agents, employees or representatives and shall carry a General liability Insurance Policy in the amount of $1,000,000 in form and substance acceptable to the Seller and shall provide Seller with a copy of the same. If any inspection or test disturbs the Property, Purchaser will, promptly and at its sole cost and expense, restore the Property to the same condition as existed prior to any such inspection or test; provided, however, Purchaser shall not be obligated to remediate or correct any condition, defect or circumstance (including without limitation any non-compliance with legal requirements or any environmental contamination) discovered by Purchaser during its due diligence investigations. Purchaser and its agents, employees, contractors and representatives shall, subject to the conditions and limitations set forth above, have a continuing right of reasonable access to the Property during the pendency of this AgreementAgreement for the purpose of examining the Property, and Purchaser shall have the right to conduct a “walk-through” of the Property prior to the Closing to confirm that the Property is then in the condition as required herein. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to any contract between Seller and any third party with respect to the Property and municipal, local, state and federal government officials and representatives, and Seller consents to such inquiries.

Due Diligence. Buyer has paid Seller (a) Until December 15, 2018 (the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the “Due Diligence Period. Within ten ”), Buyer and his agents and representatives shall be entitled to conduct an inspection of the Premises, which may include, but shall not be limited to, the rights to (101) days after enter on the Effective DatePremises to perform inspections and tests, including, but not limited to, inspection, evaluation and testing of the heating, ventilation and air- conditioning systems and all components thereof, the roof of the buildings, the parking lots, all structural and mechanical systems within the buildings, including, but not limited to, sprinkler systems, power lines and panels and plumbing; (2) inspect leases and all other contracts, agreements, documents and environmental reports in the possession or control of Seller relating to the Premises, copies of which shall deliver be provided to Buyer the Due Diligence Materials by Seller to the extent within in Seller’s possessionpossession or control; and (3) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. Upon If Buyer, in its sole and absolute discretion, determines that the completion results of Sellerany inspection, test or examination do not meet Buyer’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement criteria for purchase or operation of the Due Diligence Period. Prior Premises in the manner contemplated by Buyer, or if Buyer, in his sole discretion, otherwise determines that the Premises are unsatisfactory to Closinghim, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as then Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering written notice to Seller at or before 11:59 p.m. Eastern time on Seller, given not later than the last day of the Due Diligence Period. Upon such termination, if Buyer determinesand, for any reason or no reasonexcept as otherwise provided in this Section, that it is not desirable to proceed with neither of the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party Parties shall have any further obligations or liability to the other hereunder. In the event Buyer fails to notify Seller of his intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, tests, examinations and appraisals required by Buyer under this Agreement except as Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of his agents or representatives, shall damage the Premises or any portion thereof, except for any immaterial damage caused by environmental and other tests, all of which shall promptly be repaired by Buyer at Buyer’s sole cost and expense. Buyer agrees to indemnify and defend Seller and hold Seller harmless from any and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its agents and/or representatives, in connection with Buyer’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any termination of this Agreement.

Due Diligence. (a) Buyer has paid Seller will have up to ninety (90) days from the sum Effective Date (“Due Diligence Period”) to complete, at its sole cost and expense, inspections, surveys and studies of $25.00, the receipt of which is hereby acknowledged by Seller, Property as option money for Buyer having deems necessary or appropriate to inspect or evaluate the right to terminate this Agreement during Property. Buyer may shorten the Due Diligence PeriodPeriod by notifying Seller when it has completed its Due Diligence, and the Parties will proceed to Closing pursuant to Section 4. Within ten If Buyer determines, in its reasonable discretion, that further extension of the Due Diligence Period is required, including to facilitate any local, state, or federal permits, it may provide notice to Seller of its intent to further extend the Due Diligence Period for two additional paid extension periods of sixty (1060) days after each (“First Paid Inspection Period Extension” and “Second Paid Inspection Period Extension”). At the time Buyer notifies Seller of its intent to extend for the First Paid Inspection Period Extension, it will post additional E▇▇▇▇▇▇ Money Deposit of $30,550. If Buyer notifies Seller of its intent to extend for the Second Paid Inspection Period Extension, it will post an additional E▇▇▇▇▇▇ Money Deposit of $30,550. (b) Seller will within five (5) days of the Effective Date, Seller shall deliver to Buyer all information and documentation regarding the Due Diligence Materials Property which is in its possession, its affiliates, and/or property manager possession (“Seller Deliveries”). Seller represents to Buyer that to Seller’s actual knowledge the Seller Deliveries constitute all of the information and documentation relating to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Property that Seller possesses. (c) Buyer of all such Due Diligence Materials, agrees that Seller or its employees or agents may accompany Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, when Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition conducts any physical inspection of the Property. Seller shall allow Buyer and its representatives and agents to have access to, or shall provide documents for review, whichever the case may be, with respect to the Property to investigate and inspect (at all reasonable times and shall cooperate with Buyer’s efforts to conduct sole cost and expense) the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorslegal, staff physical, economic, and other parties who have experience with environmental condition of the Property, and the suitability of the Property for Buyer’s ongoing operationsintended use thereof, to include soils and geotechnical assessments and an ASTM Phase I survey, or equivalent environmental due diligence investigation, of the Property to determine or confirm the condition of the Property. At Seller's request, Buyer shall promptly furnish to Seller copies of any reports received by Buyer relating to its inspections of the Property. Buyer shall indemnify acknowledges and hold agrees that Seller harmless from and against will not be responsible for making or contributing in any and all claims, injuries and damages way to persons and/or property arising out the cost of making any changes or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect improvements to the Property that may be discovered by Buyer as the result to accommodate Buyer’s proposed use or any future use of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall will have the right to terminate this Agreement by delivering notice prior to Seller at or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Period, Period by written notice to Seller if Buyer determines, it determines for any reason or no reason, in its sole and absolute discretion, that it is not desirable to proceed unsatisfied with any aspect of the transaction. In such eventProperty, Holder shall promptly refund whereupon the ▇E▇▇▇▇▇▇ Money Deposit will be returned to BuyerBuyer as specified in Section 3 above. Prior to conducting any physical inspection or testing at the Property, other than a mere visual examination, by Buyer or its agents, employees, contractors, or representatives, Buyer shall deliver insurance certificates to Seller evidencing that Buyer carries and maintains such general liability insurance policies with such companies and in such scope and amounts as are acceptable to Seller in its reasonable discretion, and neither in all cases, naming Seller as an additional insured party shall have and loss payee thereunder. (d) Buyer will not suffer or permit to be enforced against the Property, or any further obligations part of the Property, any preconstruction or liability under construction liens arising from the work of the Buyer or any of its contractors or agents, and Buyer will pay or cause to be paid (or otherwise resolved through bonding or other appropriate security instrument as provided by applicable law) all of the liens, claims, or demands before any action is brought to enforce the same against the Property. Buyer hereby indemnifies, defends, and holds harmless Seller from and against all loss, cost, expense, liability, damage, fine, or other claim (including attorneys’ fees and related costs) arising out of or in any way connected with work performed or materials or supplies furnished for Buyer or its contractor, agents, or employees. (e) The provisions of this Agreement except as expressly provided in Section 8(d) will survive Closing or earlier termination of this Agreement, and will not be merged into the Closing documents.

Due Diligence. Buyer has paid Seller During the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten Feasibility Period and following at least one (101) days after the Effective DateBusiness Day’s prior notice from Buyer, Seller shall deliver agrees to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materialsallow Buyer, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryits authorized agents or representatives, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and to inspect at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part and make copies of Buyer’s acquisition any other documents and property records relating exclusively to the ownership, operation and maintenance of the Property. Seller shall allow Buyer , but only if and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property extent such documents and property records are in Seller’s possession or control. In addition, commencing on the Effective Date and continuing until Closing (or earlier termination of this Agreement), Buyer shall have reasonable access to the Land at all reasonable times during normal business hours for the purpose of conducting physical inspections and tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (i) Buyer must give Seller 48 hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Buyer must deliver a 11 Sugarhouse PSA (Multifamily) certificate of insurance to Seller evidencing that Buyer and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $2,000,000) and workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Land covering any accident arising in connection with the presence of Buyer, its contractors, agents and representatives on the Land, which insurance shall cooperate name Seller as an additional insured thereunder and (iii) all such tests shall be conducted by Buyer in compliance with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate responsibilities set forth in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operationsthis Section 5. Buyer shall indemnify and hold Seller harmless from and against any and bear the cost of all claimssuch inspections or tests. Subject to the provisions of this Section 5, injuries and damages to persons and/or property arising out of Buyer or resulting from the exercise of Buyer’s inspection rightsrepresentatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Buyer must contact Seller at least 36 hours in advance to inform Seller of Buyer’s indemnity obligations intended meeting and to allow Seller the reasonable opportunity to attend such meeting if Seller desires. Notwithstanding anything to the contrary contained in the Agreement, Buyer shall not extend discuss or apply to any claims, injuries or damages resulting from or relating to (i) any action reduce the size of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the residential use within the Improvements on the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the less than ▇▇▇,▇▇▇ ▇▇▇▇▇▇ Money ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementmaintain compliance with 21A.26.060.I.2 of the Salt Lake City Code.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK

Due Diligence. Buyer has paid Seller (a) From the sum of $25.00Effective Date until 5:00 p.m. Eastern Standard Time on the ninetieth (90th) day thereafter (the "Due Diligence Period"), Tenant may examine and inspect the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement Leased Premises. (c) At all reasonable times during the Due Diligence PeriodPeriod and upon reasonable prior notice (which notice may be verbal or written) from Tenant to Landlord, Tenant and ▇▇▇▇▇▇’s contractors, consultants, employees and agents shall be entitled to enter upon the Leased Premises, and any portions thereof, and to conduct such tests, studies, and analyses, including, but not limited to, soil tests, environmental and hazardous material (including asbestos) tests, studies and analyses, and to take any and all other steps or actions determined by Tenant to be necessary, proper, or appropriate to determine the feasibility (economic or otherwise) of the development of the Project. Within ten ▇▇▇▇▇▇ agrees to indemnify and hold Landlord harmless from and against all claims, demands and liabilities for damage or injury to persons or property to the extent caused by ▇▇▇▇▇▇’s investigations of the Leased Premises, and Tenant shall cause to be repaired any physical damage to the Leased Premises caused by such activities. Notwithstanding the foregoing, Landlord acknowledges that ▇▇▇▇▇▇'s investigations may discover, disclose or document the presence of contamination by Hazardous or Toxic Materials (10as hereinafter defined) days after at or in connection with the Effective DateLeased Premises and that such discovery, Seller disclosure or documentation and/or ▇▇▇▇▇▇'s pursuit of the Approvals (as hereinafter defined) may result in claims, demands and obligations for assessment, remediation, reimbursement, fines, penalties and/or other appropriate action under applicable federal, state or local law, and further, may result in a diminution of the value of the Leased Premises (the "Contamination Disclosure Implications"). Landlord hereby expressly agrees that Tenant shall deliver have no liability arising out of or relating to Buyer the Contamination Disclosure Implications and forever releases and waives any claim that Landlord may have against Tenant in connection with same. Landlord expressly consents to the disclosure by Tenant of all Environmental Conditions (as hereinafter defined) and results of all environmental due diligence to all necessary third parties including, without limitation, prospective lenders, prospective investors, insurance companies, engineers, legal counsel, all governmental agencies and any other party which may be impacted by the Environmental Conditions. The provisions of this subparagraph shall survive the expiration of the Term or earlier termination of this Lease. (e) At any time prior to the expiration of the Due Diligence Materials Period, Tenant may, in its sole and absolute discretion, and for any reason or for no reason whatsoever, terminate this Lease upon written notification to Landlord, whereupon, all rights, duties and obligations of Tenant and Landlord under this Lease will immediately terminate, except for those which specifically survive termination. (f) Upon a termination of this Lease for any reason after the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior , other than a default by Landlord, Tenant shall deliver to ClosingLandlord, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part copies of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate due diligence materials prepared by third-parties obtained by Tenant in introducing Buyer to vendors, staff and other parties who have experience connection with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and , including but not limited to copies of all claimssurveys, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; providedsite plans, howeverenvironmental reports, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financingsoil tests, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementarchitectural renderings.

Due Diligence. Buyer has paid Seller Developer shall have an inspection period beginning on the sum Effective Date and continuing until 5:00 p.m. E.S.T. on the date that is two hundred forty (240) days from the Effective Date (the “Inspection Period”) with which to evaluate the suitability of $25.00, the receipt Real Property and the feasibility of which is hereby acknowledged by Seller, the Project. During the Inspection Period and continuing after the Inspection Period for so long as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Dateis in effect, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents Developer shall have the right to enter upon the Real Property to perform, at Buyer’s its sole cost and expense, such inspections and at reasonable timestests (collectively, to inspect, survey, examine, and test the Property “Inspections”) as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rightsDeveloper deems necessary; provided, however, Buyer’s indemnity obligations none of the Inspections shall not extend to include invasive testing or result in any claimsmaterial change (i.e., injuries removal of trees or damages resulting from or relating to (ibrush, boring of holes, etc.) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Real Property unless Developer first obtains City’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, City acknowledges and agrees that Developer shall have the right, without further consent from City, to perform a Phase I environmental site assessment of the Real Property and a geotechnical analysis of the Real Property performed (which shall require the boring of holes); because of the Real Property’s history of use, City acknowledges that, in order to satisfy itself with the suitability of the Real Property for the completion of the Project, Developer must further perform a Phase II environmental site assessment of the Real Property (to which City hereby consents), and that Developer may be discovered by Buyer as required to conduct additional invasive environmental testing (which shall be subject to City’s foregoing approval rights). Furthermore, during the result of its investigations. During the Due Diligence Inspection Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer Developer shall also have the right to terminate this Agreement by delivering satisfy itself with the state of the Real Property’s title. City shall have no obligation to cure any title defects other than to satisfy any monetary liens in favor of the City. Prior to entering upon the Real Property to perform any Inspections, Developer shall give at least 24 hours prior notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable City by email to proceed with the transaction. In such event, Holder shall promptly refund the (▇▇▇▇▇▇▇ Money ▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) or any other representative designated by City from time to Buyer, and neither party time. City’s representative or designee shall have the right to accompany Developer and its employees, agents and contractors during any further obligations Inspections. At any time prior to the expiration of the Inspection Period, Developer may, in its sole discretion and for any reason or liability under for no reason, terminate this Agreement except as expressly provided in by written notice to City. In the event that Developer does not terminate this Agreement prior to the end of the Inspection Period, Developer shall upon satisfaction of the Pre-Conditions to Development Agreement, be unconditionally obligated to proceed to Closing and Development on Phase 1 and Phase 2 within ten days therefrom; if Developer fails to proceed to Closing and Development on Phase 1 and Phase 2 within ten days therefrom then this Agreement shall automatically terminate and be of no further force and effect.

Due Diligence. Buyer has paid Seller (a) From the sum of $25.00, Effective Date until the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten date thirty (1030) days after the Effective Date, Seller shall deliver to Buyer but not later than the Due Diligence Materials to Closing Date (the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials"Inspection Period"), Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer Buyer, its agents and its representatives and agents consultants access to, or shall provide documents for review, whichever the case may be, with respect to the Real Property upon not more than 24 hours' advance telephonic notice for the purposes of conducting surveys, tests, and inspections, provided that they shall be conducted in such a manner as not to unreasonably interfere with normal business operations on the Real Property. Such inspections may include, without implied limitation, inspections and investigations relating to the general building, the sewage disposal system, the water and water distribution systems, the heating and air conditioning systems, power distribution, roof, foundation, soils and the presence of radon, asbestos, hydrocarbons or other contaminants. All inspections and investigations shall be conducted at all reasonable times Buyer's cost. All inspections and investigations shall cooperate be conducted by qualified professionals in accordance with Buyer’s efforts applicable legal requirements. Unless Buyer acquires the Real Property, Buyer shall promptly restore the Real Property to conduct the inspections permitted hereinits prior condition. Seller Buyer agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claimsliability, injuries and damages to persons and/or property loss, cost, damage or expense arising out of or resulting from the exercise conduct of any such survey, test, or inspection by Buyer or Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries 's agents or damages resulting from or relating to contractors. Buyer (i) any action shall permit a representative of Seller to accompany Buyer on any interviews with tenants or its agents or representatives or governmental agencies; (ii) shall not permit any existing environmental contamination inspections, investigations or other conditions due diligence activities to result in any liens, judgments or other encumbrances being filed against the Real Property and shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded; (iii) shall not permit any borings, drillings or samplings to be done without the prior written consent of Seller; (iv) shall maintain, with respect insurance companies satisfactory to the Property that may be discovered by Buyer as the result Seller, a policy of its investigations. During the Due Diligence Periodcomprehensive general public liability insurance, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financingwith a broad form contractual liability endorsement covering Buyer's indemnification obligations hereunder, and any other matters with a combined single limit of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of the Due Diligence Period, if Buyer determines, $1,000,000 per occurrence for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyerbodily injury and property damage, and neither party an excess umbrella liability policy for bodily injury and property damage in the amount of $5,000,000, insuring Seller and its affiliates as additional insureds (certificates of which shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.be

Due Diligence. Buyer has paid Seller (a) During the sum of $25.00, period commencing on the receipt of which is hereby acknowledged by Seller, as option money for Buyer having Effective Date and expiring at 5:00 P.M. (EST) on the right to terminate this Agreement during fourteenth (14th) day following the Effective Date (the “Due Diligence Period”), Buyer shall have the right, at its sole cost and expense, to review the Seller’s Documents and to conduct such inspections and tests of the Real Property as Buyer deems reasonably necessary, subject, however, to the terms and conditions set forth in this Agreement. Within ten If, in connection with the performance of its due diligence, Buyer and/or its engineers, architects, consultants, lenders, investors, partners, contractors, agent or other representatives (10collectively, “Buyer’s Representatives”) days after require access to the Effective DateReal Property, Seller shall deliver agrees to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, reasonably cooperate with Buyer and Buyer’s representatives representatives; provided, however, such access shall be during normal hours of operation of the Real Property and agents after 24 hours prior notice to Seller pursuant to Section 12.1. Buyer acknowledges and agrees that its access shall have be subject to the rights of tenants under the Leases and that Seller may not be able to arrange access to spaces controlled by tenants. Buyer covenants and agrees that the inspections and tests shall be conducted in such a manner that they do not cause any unreasonable interference with the business operations of the tenants on the Real Property and that neither Buyer, nor its employees, agents, engineers, consultants, contractors or other representatives, shall conduct any interviews of any tenants. (b) Notwithstanding anything to the contrary contained herein, except as expressly set forth in the next succeeding sentence, Buyer’s right to conduct such inspections and tests shall not include the right to enter upon Property at Buyer’s expenseconduct any invasive environmental testing, and at reasonable times, to inspect, survey, examine, and test the Property as neither Buyer may deem necessary as part nor any of Buyer’s acquisition Representatives shall perform the same without the prior written approval of Seller, which approval shall be in Seller’s sole discretion. Section 4.2. Prior to entry by Buyer or any of Buyer’s Representatives, Buyer shall deliver to Seller evidence that Buyer (or its affiliate) and/or Buyer’s Representative, whichever is applicable, has obtained and is maintaining commercial general liability insurance in an amount not less than $1,000,000.00 that names Seller as an additional insured thereon and that insures Seller against injury, death and property damage on or about the Real Property that arises out of the Property. Seller acts, negligence and omission of Buyer and/or such engineer, consultant, contractor or other representative; such coverage may be provided under any blanket policy maintained by Buyer (or its affiliate) and/or Buyer’s Representative so long as such policy shall allow Buyer contain a “per location” endorsement ensuring that the above stated policy limits are available separately for any injury, death and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect property damage relating to the Real Property and are not reduced by claims arising from injury, death or property damage at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operationslocations. Buyer shall indemnify comply with, and shall use commercially reasonable efforts, to cause Buyer’s Representatives to comply with, all laws, rules and regulations of any governmental authority and to obtain all licenses and permits required in connection with such activities. Section 4.3. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claimsproperty damage or personal injury or claim or lien against the Real Property caused by, injuries and damages to persons and/or property or arising out of or resulting from the exercise of in connection with, such access, inspections, tests, or assessments by Buyer or Buyer’s inspection rightsRepresentatives; provided, however, that Buyer’s indemnity obligations under this indemnification provision shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect apply to the any preexisting conditions, except to the extent that such conditions are exacerbated by such activities, or the negligence or misconduct of Seller. Such indemnification shall survive the closing or earlier termination of this Agreement, for a period of six (6) months. Section 4.4. If the Real Property that may be discovered is physically damaged or altered, and if such damage or alteration is caused by, or arises out of or in connection with, such access, inspections, tests, or assessments by Buyer as or Buyer’s Representatives, and if this Agreement is subsequently terminated, then Buyer agrees to promptly repair and/or restore the result of its investigationsReal Property to the condition which existed immediately prior to such damage or alteration, normal wear and tear excepted. During the Due Diligence PeriodIn addition, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer agrees that Seller shall have the right to terminate complete such repair and/or restoration if Buyer has not completed the same within thirty (30) days after the termination of this Agreement Agreement, and Buyer agrees to reimburse Seller for the actual and reasonable costs and expenses incurred by delivering Seller in connection with such repair and/or restoration. Such repair and/or restoration obligation, and such reimbursement obligation, shall survive the termination of this Agreement. (a) If the results of Buyer’s investigations are unsatisfactory in Buyer’s sole discretion, Buyer shall give written notice of termination to Seller at and Escrow Agent on or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Period. If Buyer gives notice of termination on or before said deadline, if Buyer determinesthen this Agreement shall be deemed terminated as of the date on which Seller receives such notice, for any reason or no reason, that it is not desirable to proceed with and Escrow Agent shall return the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money Deposit and all interest thereon to Buyer, and neither party shall have any further obligations or liability liabilities under this Agreement except as expressly set forth in this Agreement. Seller agrees, if requested by Escrow Agent, to confirm the foregoing by instruction to Escrow Agent to return the Deposit and all interest thereon, to Buyer. If Buyer fails to give notice of termination on or before said deadline, then Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Buyer agrees to purchase the Property in its “as is” condition as of said deadline, subject only to reasonable wear and tear, without abatement or reduction of the Purchase Price, and subject to the satisfaction of any other conditions to closing expressly set forth in this Agreement. (b) If this Agreement is terminated by Buyer in accordance with this Section 4.5 or any other provision of this Agreement, Buyer shall, upon written notice by Seller, return to Seller all documents provided to Buyer from Seller, and any copies thereof made by Buyer, or destroy such documents and copies. Buyer agrees that any and all non-public information obtained by Buyer or its agents and representatives with respect to the Real Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Real Property, shall be held by Buyer in confidence and not released or shared with anyone except (i) Buyer shall be entitled to make such disclosures to Buyer’s Representatives to the extent reasonably necessary to allow Buyer to evaluate the Property, provided such Buyer’s Representatives have been advised of the terms of Section 3.1(b), and (ii) Buyer shall be entitled to make such disclosure to the extent required by law (including any disclosure required under any federal or state securities law), or by any rules or policies of any governmental body provided Buyer notifies Seller of the nature of and reason for such disclosure at least ten (10) business days prior to making such disclosure unless disclosure is required in a shorter period of time by applicable law. The provisions of this Section shall survive the termination of this Agreement for a period of one (1) year. Section 4.6. In the event this Agreement is not terminated pursuant to the provisions of this Article IV, the Deposit shall be deemed non-refundable, but applicable to the Purchase Price, except as otherwise expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller the sum of $25.00Brookfield Land and its employees, contractors, agents, representatives, architects, engineers and consultants (collectively, the receipt of which is hereby acknowledged by Seller“Brookfield Land Entities”), as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement a component of the Due Diligence Period. Prior to ClosingBrookfield Land Expenses (defined below), Buyer and Buyer’s representatives and agents shall have the right during the Negotiation Period to enter inspect the Property, make surveys and conduct such soils, engineering, hazardous or toxic material, pollution, seismic or other tests, studies and investigation as Brookfield Land may require (collectively, the “Inspections”) Brookfield Land is prohibited from performing any invasive testing or boring on the Property without the prior written consent of the City Manager. (a) Brookfield Land shall cause the Inspections to be conducted at times reasonably acceptable to City, upon Property at Buyer’s expensenot less than seventy-two (72) hours prior written notice to City in each instance, and in a manner that does not materially adversely affect the Property. City may have a representative present at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition any Inspections of the Property. Seller shall allow Buyer In conducting its Inspections at the Property, Brookfield Land and its representatives and agents access to, the Brookfield Land Entities shall: (i) not damage any part of the Property or shall provide documents for review, whichever the case may be, with respect any personal property owned or held by any third party; (ii) promptly repair any damage to the Property at resulting directly or indirectly from the entry by Brookfield Land or the Brookfield Land Entities or from any such Inspections; (iii) not injure or otherwise cause bodily harm to City, or its tenants, agents, guests, invitees, contractors and employees; (iv) comply with all reasonable times applicable laws; (v) promptly pay when due the costs of all Inspections; and (vi) not permit any liens to attach to the Property by reason of the exercise of Brookfield Land’s rights hereunder. (b) Promptly upon completion of each Inspection, Brookfield Land shall cooperate cause the portion of the Property subject to such Inspection to be restored to substantially the condition existing immediately prior to such Inspection. Brookfield Land shall provide City, as a component of the Brookfield Land Expenses, with Buyercopies of the final results of each Inspection made by or for Brookfield Land concurrently with Brookfield Land’s efforts to conduct the inspections permitted herein. Seller receipt of such final results. (c) Brookfield Land hereby agrees to cooperate in introducing Buyer to vendorsindemnify, staff defend, and other parties who have experience with hold harmless the City and its respective officers, officials, members, employees, directors, agents, representatives, contractors, and volunteers (collectively, the “City and City Personnel”), and the Property’s ongoing operations. Buyer shall indemnify , free and hold Seller harmless from and against any and all claims, injuries damages, liabilities, demands, actions, liens, stop notices, losses, costs and damages to persons and/or property expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action as a result of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect the conducting of Inspections, except to the Property that may be discovered extent caused by Buyer as the result of its investigations. During the Due Diligence Periodan indemnified party’s negligence, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at recklessness or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further intentional misconduct. (d) Brookfield Land’s obligations or liability under this Agreement except as expressly provided in Section shall survive the expiration or termination of this Agreement.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be Following the date of commencement of this Contract until 5 o’clock p.m. Eastern Standard Time on March 15, 2004 (the Due Diligence “Inspection Period. Prior to Closing”), Buyer Buyer, its agents, employees and contractors, at Buyer’s representatives risk, cost and agents expense, shall have the right to enter upon undertake a thorough examination of all conditions relating to the Real Property, the Contracts, the Intangible Interests, and the Option which would affect the ability of Buyer to utilize the same for the Buyer’s purposes, including, but not limited to the following: A. Review and investigation of the suitability of the Real Property and the Option Property for expansion (including without limitation the legal permissibility of such expansion). B. Review and investigation of the condition of the title of the Real Property and the real estate subject to the Option. C. To make investigations and non-destructive testing regarding wetlands, hazardous/toxic substances and other applicable governmental regulations and requirements with regard to the Real Property and to make investigations of any actual or potential deficiencies in the buildings and other improvements to the Real Property. Buyer may perform its own environmental investigations and tests to determine the existence, non-existence and/or extent of hazardous, toxic, or other regulated substances or conditions and the effects of the same. Buyer shall provide to Seller as soon as reasonably practicable after its receipt of same, at no cost to Seller, copies of all title reports, surveys, environmental studies and other investigations that Buyer conducts regarding the Real Property. In addition, Buyer shall regularly inform Seller throughout the Inspection Period of Buyer’s progress on its review and investigation of the suitability of the Real Property for Buyer’s purposes. Buyer shall indemnify, defend and hold Seller harmless from any liens or claims for the cost of any such surveys, tests and studies, and any claims with respect to personal injury, death or damage to personal property to the extent arising out of any such surveys, tests and studies or otherwise proximately caused by access to or activities on the Real Property by Buyer or its agents or contractors in connection with the exercise of Buyer’s rights under this Contract. Buyer’s indemnity of Seller hereunder shall survive the rescission, cancellation, termination or consummation of this Contract. Further, Buyer shall repair any damage to or disturbance of the Real Property caused by such surveys, tests and other studies of the Real Property, if the transaction contemplated under this Contract does not close. Within fourteen (14) days after the date of this Contract, Seller shall provide to Buyer (at no cost to Buyer) any and all materials in Seller’s possession or control pertaining to the Real Property (but only if not previously delivered to Buyer), including, but not limited to, copies of the following: engineering and architectural plans and specifications for the Real Property, studies and surveys of the Real Property, notices, citations, warnings or any other form documentation related to the Real Property from governmental or quasi governmental agencies, any and all claims asserted by any other party whether or not settled since the date of original construction, claims of any taxing authority asserting any claim against the Real Property, all environmental reports and investigation/test results, and any other information or documentation desired by Buyer reasonably related to the Real Property and either in Seller’s possession or control. If Buyer in its sole and absolute discretion, determines that the Property is not suitable for Buyer’s use whether for any reason or no reason at all, Buyer may terminate this Contract by written notice to Seller (the “Termination Notice”), given by fax, electronic mail or hand delivery, before the expiration of the Inspection Period, in which event copies of all of the above documents and studies previously provided to Buyer shall be returned to Seller at Buyer’s expense, and at reasonable timesno party shall have any further liability to the other under this Contract, except as provided elsewhere herein. In the event that Buyer elects to inspectterminate this Contract, survey, examine, and test the Property as Buyer may deem necessary as part of Deposit shall be retained by Seller to compensate Seller for its expenses incurred in accommodating Buyer’s acquisition of interest in purchasing the Property. Seller shall allow In the event that Buyer does not terminate this Contract and its representatives and agents access to, or shall provide documents for review, whichever does not exercise Buyer’s election contained in the case may be, with respect next paragraph prior to the Property at all reasonable times expiration of the Inspection Period, this Contract shall be binding on Seller and shall cooperate with Buyer’s efforts , subject to conduct the inspections permitted herein. Seller agrees its terms but to cooperate in introducing Buyer to vendors, staff and no other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to contingencies except (i) no material change in the status of any action of Seller condition or its agents matter pertaining to or representatives or affecting the Property, (ii) any existing environmental contamination or other conditions with respect the provision to Buyer of the Title Policy on the Real Property that may be discovered by Buyer as the result referred in Section 7 below and (iii) Seller’s performance of its investigationsobligations under Section 6 of this Contract and Seller’s restatement of its representations and warranties contained in Section15 of this Contract, and the Seller and Buyer shall proceed to Closing on the Closing Date. During At the Due Diligence Closing, the Deposit shall be applied against the unpaid balance of the Purchase Price. At the Buyer’s election, by written notice to Seller (the “Extension Notice”), given by fax, electronic mail or hand delivery before the expiration of the Inspection Period, Buyer may evaluate accompanied by Buyer’s non-refundable extension deposit in the Propertyamount of $50,000.00 (the “Extension Deposit”), the feasibility of the transactionBuyer, the availability its agents, employees and contractors, at Buyer’s risk, cost of financingand expense, and any other matters of concern to Buyer. Buyer shall have the right to continue its due diligence and investigation into the Property’s suitability for Buyer’s intended use and development but only as to the specific matters listed in the Extension Notice (the “Extension Notice Matters”) until 5 o’clock p.m. Eastern Standard Time on April 15, 2004 (the “Extension Period”). If Buyer in its sole and absolute discretion, determines that the Property is not suitable for Buyer’s use solely on account of one or more of the Extension Notice Matters, Buyer may terminate this Agreement Contract by delivering written notice to Seller at (the “Termination Notice”), given by fax, electronic mail or hand delivery, before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Extension Period, if in which event copies of all of the above documents and studies previously provided to Buyer determines, for any reason or no reason, that it is not desirable shall be returned to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Seller at Buyer’s expense, and neither no party shall have any further obligations or liability to the other under this Agreement Contract, except as expressly provided elsewhere herein. In the event that Buyer elects to terminate this Contract, the Deposit and the Extension Deposit shall be retained by Seller to compensate Seller for its expenses incurred in accommodating Buyer’s interest in purchasing the Property. In the event that Buyer does not terminate this AgreementContract prior to the expiration of the Extension Period, this Contract shall be binding on Seller and Buyer, subject to its terms but to no other contingencies except (i) no material change in the status of any condition or matter pertaining to or affecting the Property, (ii) the provision to Buyer of the Title Policy on the Real Property referred in Section 7 below and (iii) Seller’s performance of its obligations under Section 6 of this Contract and Seller’s restatement of its representations and warranties contained in Section15 of this Contract, and the Seller and Buyer shall proceed to Closing on the Closing Date. At the Closing, the Deposit and the Extension Deposit shall be applied against the unpaid balance of the Purchase Price.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s 's representatives and agents shall have the right to enter upon Property at Buyer’s 's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s 's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇Ea▇▇▇▇▇ Money ▇oney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller hereby acknowledges that by the sum of $25.00Feasibility Approval Date it will have performed all investigations, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer tests and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, inspections with respect to the Property that Buyer deems necessary in its reasonable discretion for its evaluation of the condition of the Property. In order to assist Buyer in its due diligence, Seller has delivered those documents and studies with respect to the Property listed on Exhibit "F" attached hereto (collectively, "Seller Documents"). Buyer's delivery of an Approval Notice to Seller and Escrow Holder on or before the Feasibility Approval Date shall constitute Buyer's approval of the condition of the Property and all matters pertaining thereto, including, without limitation, the following: (a) Such surveys and inspections, appraisals, reports, environmental and soils tests and other studies or reports of the Property as Buyer shall have, in Buyer's reasonable discretion, deemed necessary or advisable including, without limitation, those required in connection with the Loan. In this regard, Seller will provide Buyer with adequate and timely access and opportunity to make such inspection of the Property as Buyer shall, in Buyer's discretion, deem necessary or advisable to determine the physical, environmental and land use characteristics of the Property and its suitability for Buyer's intended use. (b) Buyer hereby represents, warrants and covenants that (i) it shall cause its consultants to obtain, at Buyer's sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance covering any and all reasonable times liability of Buyer and Seller with respect to or arising out of any investigative activities, (ii) such policy of insurance shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related parties, (iii) such policy of insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability, and (iv) such insurance policy shall name Seller and its successors and assigns as additional insureds and shall cooperate with Buyer’s efforts be in form and substance and issued by an insurance company which is reasonably satisfactory to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Seller. (c) Buyer to vendorsshall protect, staff indemnify, defend and other parties who have experience with hold the Property’s ongoing operations. Buyer shall indemnify , Seller and hold Seller Seller's officers, directors, shareholders, participants, members, managers, attorneys, affiliates, employees, representatives, invitees, agents and contractors (collectively, "Released Parties") free and harmless from and against any and all claims, injuries damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs, resulting from Buyer's inspection and testing of the Property, including, without limitation, repairing any and all damages to persons and/or property any portion of the Property, arising out of or resulting from the exercise of related (directly or indirectly) to Buyer’s inspection rights; 's conducting such inspections, surveys, tests, and studies, provided, however, Buyer’s indemnity obligations Buyer shall not extend to be responsible for any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any pre-existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate on the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have keep the right Property free and clear of any mechanics' liens or materialmen's liens related to terminate Buyer's inspection of the Property and the activities contemplated by Section 3.3 of this Agreement. Buyer's indemnification obligations set forth herein shall survive the Close of Escrow and shall not be merged with the Deed, and shall survive the termination of this Agreement by delivering notice prior to Seller at or before 11:59 p.m. Eastern time on the last day Close of the Due Diligence PeriodEscrow. (d) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, if Buyer determinesIT IS UNDERSTOOD BY THE PARTIES THAT SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, for any reason or no reasonEXPRESS OR IMPLIED, that it is not desirable to proceed with the transactionAS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN ANY SELLER DOCUMENT UNLESS PREPARED BY SELLER. In such eventBUYER ACKNOWLEDGES THAT SELLER SHALL HAVE NO RESPONSIBILITY FOR THE CONTENTS AND ACCURACY OF INFORMATION EXCEPT TO THE EXTENT PREPARED BY SELLER, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementAND BUYER AGREES THAT THE OBLIGATIONS OF SELLER IN CONNECTION WITH THE PURCHASE OF THE PROPERTY SHALL BE GOVERNED BY THIS AGREEMENT IRRESPECTIVE OF THE CONTENTS OF ANY SUCH DISCLOSURES.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after At any time between the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer Date and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer Redeveloper and BuyerRedeveloper’s agents, representatives and agents employees (collectively the “Entrants”) shall have the right continuing right, on three (3) days prior notice to enter upon Property at Buyer’s expensethe Township (the “Entry Notice”), and at reasonable times, to inspectenter the Township-Owned Property to carry out or perform any inspections, tests, investigations and studies (the “Entry Activities”) of the Township-Owned Property which Redeveloper deems necessary or appropriate for purposes of ascertaining the physical feasibility of redeveloping, or to survey, examinethe Township-Owned Property. The Township agrees to reasonably cooperate with Redeveloper and Redeveloper’s professionals and consultants in making the Township-Owned Property available for such investigations and Entry Activities. Redeveloper’s Entry Notice shall set forth a date and time of entry, the identity of all persons and entities who shall enter upon the Property, the estimated duration of the entry, and test a description of the anticipated Entry Activities to be performed during the entry and locations where the activities will be performed. The Township shall have the right, but not the obligation, to have representatives present during each such access to the Property as Buyer may deem necessary as part in order to observe all Entry Activities. Redeveloper shall have the right to collect split samples from any samples taken by Entrants upon prior notice of Buyer’s acquisition of same. All activities performed by the Entrants shall be undertaken in a good and workmanlike manner, and shall not cause any permanent damage to the Property. Seller While performing the Entry Activities, the Entrants shall allow Buyer exercise that degree of care and skill ordinarily exercised under similar circumstances by members of the environmental and engineering consulting professions, as applicable, performing the kind of Entry Activities being performed hereunder and practicing in the same or similar locality during the same general period of time. Redeveloper shall pay for all Entry Activities performed, and cause its representatives authorized consultants, agents, contractors, and agents access tosubcontractors, or shall provide documents for review, whichever as the case may be, to pay for all work, free and clear of all mechanic’s and construction liens and encumbrances. If the Entry Activities results in the discovery of handling of hazardous materials or any contamination, Redeveloper agrees that Entrants will use that degree of skill and care in exercising its rights under this Agreement that are consistent with respect prudent procedure under such circumstances. Redeveloper, at its own cost and expense, shall obtain all governmental approvals (local, state and federal) and any other approvals necessary for the Entry Activities, including obtaining a mark-out of all utilities at the Property, prior to the commencement of any Entry Activities. The Township shall have no responsibility whatsoever for any damage to existing improvements, utilities, or communications systems caused as a result of work performed under this Agreement. Redeveloper shall provide to the Township evidence of insurance coverage in types and amounts reasonably acceptable to Township, prior to gaining access to the Township-Owned Property or conducting any tests or investigations thereon. All such insurance policies and declaration pages shall name the Township as an additional insured, and, prior to the initial entry contemplated by the section, Redeveloper shall provide the Township with declaration pages showing that it has been named as an additional insured. It is understood that Redeveloper’s right of entry under this Section will be at all reasonable times Redeveloper’s sole risk, and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller Redeveloper agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller the Township, including its collective employees, officers, agents, and representatives, harmless from and against any and all damages, liability, claims, injuries costs, obligations, payments, penalties, fines, expenses (including reasonable attorneys’ fees, engineering fees, or other professional fees) and damages to persons and/or property judgments incurred by or asserted against Township or the Township-Owned Property arising out of or resulting from in connection with Redeveloper’s due diligence and Entry Activities at or on the exercise of Buyer’s inspection rights; providedTownship-Owned Property, excluding, however, Buyer’s indemnity obligations shall not extend to any liability, claims, injuries costs, or damages resulting from or relating to (i) any action expenses arising out of Seller or its agents or representatives or (ii) any existing environmental contamination violations of Environmental Laws or other conditions with respect to Applicable Laws identified or discovered at the Township-Owned Property that may during the course of Redeveloper’s investigations but not caused by Redeveloper, and further excluding any damage, liability, claims, costs, or expenses caused by the Township’s own gross negligence or willful act or omission. Redeveloper shall further be discovered by Buyer as responsible for restoring the result of its investigationsTownship-Owned Property following any intrusive testing, sampling or similar activity. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility Redeveloper’s obligations under this Section shall survive delivery of the transaction, the availability and cost Deed or any termination of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Sellers shall have provided Buyer has paid Seller the sum of $25.00and its accountants, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials consultants and attorneys sufficient access to the extent within Seller’s possession. Upon the completion Acquired Assets and Sellers books and records to complete its legal, accounting and business due diligence review of Seller’s delivery to Buyer of all such Due Diligence MaterialsSellers (including, Buyer without limitation, factory and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryfacility inspections, which shall be the date of commencement review of the Due Diligence PeriodSchedules hereto, any amendments or supplements thereof and the items referred to therein, environmental due diligence, review and evaluation of the condition and aging of accounts receivable and inventory, review of financial statements for the calendar year ending December 31, 1995, review of management information systems, and a review and comparative analysis of actual performance versus projected performance with respect to, among other things, margins, revenues, gross profits and selling, general and administrative expenses) and any and all benefit plans maintained or contributed to by any of Sellers. Prior to Closing, Buyer and Buyer’s representatives and agents 's right of access shall have include the right to enter upon Property at any of the Acquired Assets to conduct an environmental investigation of said Assets, which investigation may include, in the sole judgment of Buyer’s expense, environmental testing (including, but not limited to, soil testing, surface or groundwater testing, air monitoring, testing of the integrity of underground storage tanks, and at reasonable timessampling of suspect asbestos-containing materials), to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and Sellers shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience complete this investigation. Buyer's obligation to consummate the transactions contemplated hereby is subject to Buyer being satisfied in its sole discretion with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out results of or resulting from the exercise of Buyer’s inspection rightssuch due diligence review; provided, however, Buyer’s indemnity obligations that Buyer shall not extend be deemed to any claims, injuries or damages resulting from or relating to have waived this condition (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions than with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Periodany Environmental Matters with respect to which this condition shall remain in effect until Closing) if, prior to November 13, 1996 at 5:00 P.M. New York time, Buyer may evaluate the Property, the feasibility shall not have provided Sellers with written notice of Buyer's disapproval of the transaction, the availability and cost results of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementdue diligence review.

Due Diligence. 6.1 Unless extended by written agreement of Seller and Buyer, Buyer has paid Seller shall have a period of forty-five (45) days from the sum Effective Date to conduct an inspection of $25.00, the receipt of which is hereby acknowledged by Seller, Property. Such period shall hereinafter be referred to as option money for Buyer having the right to terminate this Agreement during "Due Diligence Period". During the Due Diligence Period. Within ten (10) days Period during normal business hours and after the Effective Datereasonable notice to Seller or its designated agents, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsBuyer, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryor its engineers, which shall be the date of commencement of the Due Diligence Period. Prior to Closingarchitects, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property building consultants, environmental investigators, or other representatives, at Buyer’s 's sole cost and expense, and at reasonable times, to inspect, survey, examine, may inspect and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its reasonably cooperate by allowing Buyer's representatives and agents reasonable access to, or shall provide documents for review, whichever the case may be, with respect to the Property. Buyer's right of inspection shall include entry upon the Property at all reasonable times with its agents and their equipment for the purpose of making such environmental tests as Buyer deems appropriate, including without limitation, soil borings, provided that Buyer shall cooperate with Buyer’s efforts be responsible for the prompt restoration of the Property to conduct its condition prior to making such tests. The obligation to return the inspections permitted herein. Seller agrees Property to cooperate in introducing Buyer to vendors, staff and other parties who have experience with its prior condition shall survive the Property’s ongoing operationstermination of this Agreement. Buyer shall comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of damage or personal injury or claim or lien against the Property resulting from the exercise of Buyer’s any such access or inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller by Buyer or its agents representatives. Such indemnification shall survive the Closing or representatives or (ii) earlier termination of this Agreement. Buyer shall also have the right during such Due Diligence Period to examine and review environmental conditions of the Property, zoning and land use regulations, governmental entitlements, governmental approvals and any existing environmental contamination or other conditions with respect restrictions, agreements, obligations and liabilities affecting the Property. If Seller fails to provide the Property that may be discovered by Buyer as documentation identified in Section 5 hereof within the result of its investigations. During prescribed 10-day period, the Due Diligence Period, Buyer may evaluate Period will be extended one (1) day for each day or partial day delay in the Property, the feasibility delivery of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. such documentation. 6.2 Buyer shall have the right to terminate this Agreement at any time during the Due Diligence Period in its sole and absolute discretion for any reason or no reason by delivering giving written notice to Seller at on or before 11:59 p.m. Eastern time the last day of the Due Diligence Period. If Buyer timely gives notice of termination under this Section, all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except with respect to any provision hereof that expressly survives the termination of this Agreement. Upon restoration of the Property as provided in Section 6.1, the Deposit shall be returned to the Buyer. If Buyer fails to give such written notice of termination on or before the last day of the Due Diligence Period, if Buyer determinesshall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 6.3 If Buyer terminates this Agreement in accordance with Section 6.2 above, for any reason or no reason, that it is not desirable Buyer shall return to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money Seller all documents provided to BuyerBuyer by Seller, and neither party any copies thereof made by Buyer and shall provide Seller with copies of all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property. Buyer agrees that any and all information obtained by it or its agents and representatives with respect to the Property, including without limitation all reports, surveys, plans, studies and analysis prepared by or for Buyer with respect to the Property, shall be held by Buyer in confidence and not released or shared with anyone other than Seller, except for such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. The provisions of this Section 6.3 shall survive the termination of this Agreement. If Buyer waives its right to terminate as provided above, Buyer shall be deemed to have accepted the Property in an "as is" condition, without any further obligations representations or liability under this Agreement warranties, except as expressly specifically provided in this Agreementherein, and without abatement or reduction of the Purchase Price.

Due Diligence. Buyer has paid Seller shall have a period of thirty (30) days (the sum “Inspection Period”) following the Effective Date of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during to make, secure or review such physical, zoning, geotechnical, wetlands/environmental, civil engineering, governmental enactments, availability of utilities (including water, sewer, gas, electricity and/or storm water drainage), marketing and other investigations, tests and studies including, but not limited to, appraisal, survey, engineering, leases, zoning, title, subdivision, availability of insurance and financial statements, to determine if Buyer desires to purchase the Due Diligence PeriodProperty. Within ten During the Inspection Period (10i) days after the Effective Date, Seller shall deliver make available to Buyer the Due Diligence Materials to the extent within all existing reports, statements, test results, studies and other items and documents in Seller’s possession. Upon the completion of Seller’s delivery possession or control with respect to Buyer of all such Due Diligence Materials, matters; and (ii) Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliveryits contractors, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives employees and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part and make tests, studies and investigations while thereon, with reasonable advance notice to Seller and, if required by Seller, accompanied by a representative of Buyer’s acquisition Seller, for the purpose of inspecting and testing the Property. Seller Buyer, in the exercise of such right of entry, shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect use all reasonable efforts not to damage the Property at all reasonable times and shall cooperate or to interfere unreasonably with BuyerSeller’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operationsoperation there. Buyer shall indemnify and hold Seller harmless for and from and against any and all costs, claims, injuries and damages to persons and/or property or liability of any kind resulting from all acts or omissions of Buyer, its contractors, employees or agents arising out of or resulting from relating to the exercise of the right of entry set forth in this Section. The provisions of this Section shall survive for one (1) year the expiration or termination of this Agreement or Closing. Before the end of the Inspection Period, in the event Buyer, in Buyer’s inspection rights; providedsole discretion, howeverdetermines that the Property is not suitable for the Proposed Use, Buyer’s indemnity obligations then Buyer shall not extend to any claims, injuries or damages resulting from or relating to have the option of either (i) any action of Seller or its agents or representatives waiving the condition and all conditions precedent and closing “As Is” without reduction in the Purchase Price, or (ii) any existing environmental contamination cancelling this Agreement by written notice to Seller delivered as other notices under this Agreement before the expiration of the Inspection Period stating that Buyer is cancelling this transaction pursuant to this section and setting forth specifically and in detail Buyer’s good faith grounds for cancelling, in which event Escrow Agent shall deliver the deposits paid under Section 4 to Seller, whereupon both parties shall be released from all further obligations under this Agreement. Notwithstanding the foregoing, as a condition to Buyer’s cancellation of this Agreement, Buyer shall promptly, upon Seller’s written request, deliver to Seller, at no cost to Seller, (i) all originals or copies of documents relating to investigations, tests, studies and other conditions materials obtained by Buyer from Seller with respect to the Property that may be discovered and (ii) those documents evidencing studies or assessments whose results formed the basis for Buyer’s decision to exercise its rights under this Section, as applicable, together with all other due diligence documents and materials provided to Buyer by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to BuyerSeller. Buyer shall have not retain copies of any documents provided to it by Seller during due diligence except those required by law or Buyer’s document retention or similar corporate policies. In the event that Buyer does not exercise its right to terminate cancel this Agreement under this section as set forth in the preceding paragraph, then Seller shall be irrevocably entitled to retain Buyer’s deposits and the same shall become non-refundable, except in the event of Seller default or as may be otherwise set forth herein. The parties may, by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day written agreement, provide for extensions of the Due Diligence PeriodInspection Period and, if Buyer determines, for to the extent any reason or no reason, that it is not desirable to proceed deadline as extended conflicts with the transaction. In Closing deadline set forth in Section 11, such event, Holder extensions shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementcontrol.

Due Diligence. Buyer has paid Seller the sum Buyer, or its designees, will have a period of $25.00, the receipt forty-five (45) days after Seller's execution of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during (the "Due Diligence Period. Within ten (10) days after the Effective Date"), Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon the Property at Buyer’s expenseto make inspections, engineering tests, surveys, and at reasonable timesother such tests, to inspect, survey, examine, examinations and test the Property inspections as Buyer may deem necessary desire as part of Buyer’s acquisition long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to All entry upon the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claimscontact with on site employees of Seller by Buyer shall be upon prior notice to Seller and, injuries at Seller's option, accompanied by an agent of Seller. Requests for entry upon the property or to contact any employees of Seller shall be initiated only through James Duberstein or Joseph M. Jayso▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇ondu▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇onformance with the restrictions in this Agreement and damages specifically this Section 3 and Section 8(d). Notwithstanding the foregoing, Buyer agrees to persons and/or property arising out of or resulting from complete its own Lease review, physical inspection, and financial analysis within the exercise first fifteen (15) days of Buyer’s inspection rights; provided's Due Diligence. Buyer agrees to notify Seller as to whether its preliminary review of the above is satisfactory within said 15 days. In addition, howeverBuyer agrees to order of all its third party reports including environmental, engineering, or other physical reports within said first fifteen (15) days of Buyer’s indemnity obligations 's Due Diligence. If the Closing of the Property does not occur, Buyer shall not extend restore the Property to the same condition as prior to any claimsentry by Buyer. All due diligence materials previously submitted to Buyer must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, injuries Buyer agrees that it will under no circumstances make any offer, or damages resulting from use the Due Diligence materials, to acquire the interest of any partner(s) of the selling entities or relating the current fee owner or its affiliates for a period of two (2) years after the date of this Contract. Buyer and/or its agents will not, under any circumstances, disclose to any of Seller's employees that it is contemplating acquisition of the Property without Seller's written consent prior to closing. Buyer will make no contact with any of Seller's employees without Seller's express written consent; except for contacts with Seller's employees allowed under Section 8(d) and except for contacts within three (3) days of closing in connection with takeover and closing arrangements. All third party reports desired by Buyer will be ordered by Buyer at Buyer's expense, and Buyer agrees that it will supply copies to Seller of each and every report upon receipt. (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate inspect the Property. At the signing of this Agreement or within two (2) days thereafter, Seller shall provide or make available at designated locations, those operational and information items which relate to the Property as follows: 1. Current Rent Roll - (Dated within 30 days of execution) 2. Expense Statements for the last two (2) calendar years 3. Expense Statement for the current calendar year to date (as of the end of the month previous to execution) 4. Copy of current ad valorem tax bills and a condensed list of utility bills for the Property, for the feasibility last full calendar year if in Seller's possession 5. As-built survey, if in Seller's possession 6. Copies of all third-party contracts (e.g., termite, landscape, pool maintenance, etc.) in effect or which will be in effect at or after the closing date 7. Copy of the transactionlatest insurance declaration covering the Property (the same may be within a master policy) 8. Make available originals or copies of the first and last page of all tenant leases for the Property in connection with each apartment unit. 9. A list of all equipment leases and/or any financing documents for personal property, equipment, etc., affecting the availability and cost apartment complex 10. A copy of financing, and any other matters the closing documents for the current mortgage to be assumed. All of concern the foregoing will either be at the Property location or submitted to Buyer. Buyer shall have the right to terminate by Seller within two (2) days after execution of this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of both parties. (ii) During the Due Diligence Period, if Buyer determineswill conduct a review of the economics and feasibility of acquiring and operating the Property, including any inspection of all zoning and other government permits and regulations and all other matters and documents relating to the operation of the Property, including the items supplied by Seller under Section 3(a) hereof. (iii) Buyer may decide in its sole discretion at any time prior to the expiration of said 45-day Due Diligence Period to cancel this Contract for any reason or for no reason, that it is not desirable reason by sending written notice to proceed with the transaction. In such event, Holder Seller prior to said 45-day expiration at which time all deposits shall promptly refund the ▇▇▇▇▇▇▇ Money be returned to Buyer, Buyer and neither party shall have any further obligations or liability under liability. If Buyer does not cancel this Agreement Contract during the Due Diligence Period, Buyer shall be deemed to have accepted the Property and it will close on the Property in accordance with this Contract, except as expressly provided for cancellation in accordance with the specific provisions of this AgreementContract.

Due Diligence. Buyer has paid Seller Until the sum forty-fifth (45th) day following the Effective Date (the “Due Diligence Expiration Date”), Purchaser and Purchaser’s Representatives (as defined below) shall have the right, without interfering with Sellers’ operations, to conduct due diligence with respect to the Assets and to satisfy itself as to the feasibility and acceptability of $25.00the Assets and the Fee/Leased Locations for the Purchaser’s intended use as a retail convenience store and gas station operation and to enter onto each of the Fee/Leased Locations (at reasonable times agreed to by the parties) to inspect and reasonably test the Fee/leased Locations and the other Assets, including all buildings, improvements and equipment located thereon. In addition, Sellers shall permit Purchaser and Purchaser’s Representatives reasonable access, upon twenty-four (24) hours advance notice, to each Seller’s premises, books, records, financial records and key personnel relative to the Seller’s Fee/leased Locations and the Assets and shall cause its key personnel to furnish Purchaser with such financial, operating and other information regarding the Seller’s subject business, the receipt Assets, the Locations, contracts, liabilities, employees and properties as Purchaser may reasonably request. Purchaser’s analysis, inspection and testing may include, but shall not be limited to: soil analysis and borings, utility location availability, perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Purchaser, in its sole discretion, deems appropriate, provided however, that borings shall only be performed by mutual agreement of the parties (collectively, the “Property and Business Studies and Analysis”), copies of which shall be promptly forwarded to Sellers. The Property and Business Studies and Analysis may also include, at Purchaser’s discretion, Environmental Site Assessments (“ESA”) at the Fee/Leased Locations, provided the ESA conforms to Schedule 7.1 and applicable ASTM standards, does not damage or interfere with the operation of the Fee/Leased Locations and Purchaser provides Sellers with a copy of the ESA report promptly after the report is hereby acknowledged issued. At all times, Purchaser and Purchaser’s Representatives shall be covered by Selleradequate insurance and shall comply with all applicable safety and other legal requirements. In the event that the Purchaser determines that the results of any analysis, as option money for Buyer having inspection or testing of the right Assets or the Property and Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Purchaser’s sole discretion, Purchaser shall give Sellers written notice thereof, and Purchaser may, by further written notice delivered to the Sellers prior to the expiration of the Due Diligence Expiration Date, either (i) terminate this Agreement during as to the Due Diligence Period. Within specific Asset that has the Inspection Defect that applicable Seller has not corrected within thirty (30) days after Purchaser’s written notice of the existence of the Inspection Defect (but in no event later than ten (10) days after before the Effective Closing Date), Seller shall deliver to Buyer and in that event, the Due Diligence Materials to Asset Purchase Price will be reduced based upon the extent within Seller’s possession. Upon portion of the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as Asset Purchase Price allocated to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (iexcluded Asset(s) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.under

Due Diligence. Buyer has paid Seller Prior to the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Closing Date, Seller shall, or shall deliver cause the Companies to Buyer the Due Diligence Materials afford to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives, at the sole cost, risk, and expense of Buyer or its representatives and agents access to, or shall provide documents for review, whichever the case may be, but subject to obtaining any Required Consents of third parties (with respect to the Property at all such consents Seller shall use commercially reasonable times and shall cooperate with Buyer’s efforts to conduct obtain, but shall not be obligated to expend any monies) at the inspections permitted herein. Seller agrees offices of the Companies, (a) reasonable access to cooperate all books, records, documents, and information of every kind and character (including all lease, contract, division order, marketing, acquisition, correspondence, operations, insurance, production, accounting, regulatory, Tax records of the Companies, and well records and files) in introducing the possession of the Companies, relating in any way to the Assets to permit Buyer to vendorscomplete its accounting, staff marketing, and other due diligence reviews of the Assets, and (b) the opportunity to review the Data (subject to any third party consent rights). In the event that Buyer receives any reports generated by third parties who have experience in connection with any tests, inspections, examinations, investigations, studies or assessments conducted by or on behalf of Buyer in connection with the Property’s ongoing operationstransactions contemplated by this Agreement, Buyer shall make such reports available to Seller if Seller requests any such reports prior to Closing. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND WITHOUT LIMITING BUYER’S RIGHTS TO INDEMNIFICATION UNDER ARTICLE X, BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER AND EACH COMPANY, AND EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE MANAGERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS AND OWNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES, OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL ASSESSMENTS CONDUCTED PURSUANT TO SECTION 6.1, UNLESS ANY SUCH CLAIMS AND LOSSES WERE ALSO CAUSED, DIRECTLY OR INDIRECTLY, BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY COMPANY OR ANY OF THEIR SUCCESSORS, AFFILIATES AND ALL OF THEIR RESPECTIVE MANAGERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS, AND OWNERS. Buyer shall indemnify comply with all rules, regulations, policies and hold Seller harmless from and against instructions reasonably required by the Companies, or any and all claimsthird Person operator of any Assets, injuries and damages which are provided to persons and/or property arising out of or resulting from the exercise of Buyer regarding Buyer’s inspection rights; providedactions while upon, howeverentering, Buyer’s indemnity obligations shall not extend or leaving any Assets, including any insurance requirements that the Companies or Seller may reasonably impose, or any such third Person operator may impose, on contractors authorized to perform work on any claimsproperty owned or operated by the Companies (or any such third Person operator, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementapplicable).

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s 's representatives and agents shall have the right to enter upon Property at Buyer’s 's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s 's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller (a) The parties agree that Purchaser shall conduct a due diligence investigation of the sum Company (including, without limitation, a review of $25.00the information, documents and other matters identified on the receipt Disclosure Schedule or delivered pursuant to the terms of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during and investigations of the Company's customers) which commenced upon the signing of the letter of intent and, except as provided in subsection (c) below, shall be completed by Purchaser within thirty (30) days after the execution and delivery date of this Agreement (the "Due Diligence Period"). (b) Purchaser and Sellers acknowledge that, for a period at least equal to the Due Diligence Period, Purchaser and Lenders shall require a due diligence review, including, a Phase I and Phase II environmental review in scope and substance, and pursuant to such methods, as may be mutually agreed upon by Purchaser, its Lenders and Sellers. Within ten (10) days after Any such environmental review will be performed by recognized experts mutually acceptable to the Effective DateCompany, Seller shall deliver to Buyer Purchaser and the Due Diligence Materials Lenders and engaged on behalf of Purchaser. A Phase II environmental review will be performed only to the extent within Seller’s possessionrecommended by such expert and required by Lenders. Upon In the completion of Seller’s delivery event any Phase II environmental review is required, Sellers shall use their best efforts, and shall cause the Company to Buyer of use its best efforts, to secure all consents necessary to permit any such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as Phase II environmental review to such date of completion of delivery, which proceed. The Company shall be responsible for the date costs and expenses related to the Phase I environmental review and Phase II environmental review (to the extent such a review is deemed necessary); provided, however, that Purchaser shall pay for any such costs and expenses to the extent they exceed $25,000.00 in the aggregate. (c) Any inventory of commencement of raw, consignment and finished goods taken on or prior to the Due Diligence PeriodClosing Date shall be performed by the Company's personnel using methods and procedures mutually acceptable to the parties hereto. Prior to Closing, Buyer and Buyer’s representatives and agents Purchaser's representative shall have the right to enter upon Property at Buyer’s expense, observe the taking of any such inventory and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents have access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or documentation relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementthereto.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten three (103) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer receipt of all such the Due Diligence Materials, Buyer shall acknowledge, in writing, to Seller that it has received the same and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence PeriodPeriod has commenced. Prior to ClosingFrom the Effective Date until the Closing Date, Buyer and Buyer’s representatives and agents shall have the right right, upon forty-eight (48) hours prior notice and in accordance with the tenant leases, to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. ; provided that, Buyer shall not be able to do any invasive test (e.g. digging or Phase II reports) without Seller prior written consent, which consent may not be unreasonably withheld or delayed.. Buyer shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect not be allowed to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience speak with the tenants at the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages (including reasonable attorney’s fees) to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 5:00 p.m. Eastern time on the last day of the Initial Due Diligence PeriodPeriod (unless extended as provided in Section 1(K)), if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. (a) Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the PED Entities. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of its investment in the Shares and LLC Interests and is capable of bearing the economic risks of such investment. In making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has paid Seller relied solely on its own independent investigations as of this date and upon the sum of $25.00representations and warranties and covenants in this Agreement. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information, including the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as it has deemed necessary to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior enable it to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, make a decision with respect to the Property at all reasonable times execution and shall cooperate with Buyer’s efforts to conduct delivery of this Agreement and the inspections permitted herein. performance of its obligations hereunder. (b) Buyer acknowledges that neither Seller agrees to cooperate in introducing Buyer to vendorsnor any PED Subsidiary, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against nor any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or their representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Periodaffiliates, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided set forth in Article III of this Agreement, has made any representation or warranty as to the prospects, financial or otherwise, of the PED Entities and that the sale of the PED Entities effected through the sale of the Shares and LLC Interests pursuant to this Agreement is on an "AS IS" and "WHERE IS" basis. Buyer agrees to accept the PED Entities as they exist on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or the PED Entities, or any of their representatives or affiliates, except as expressly set forth in Article III of this Agreement.

Due Diligence. Buyer has paid Seller Purchaser shall have the sum of $25.00right, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period, to inspect the Property and to investigate existing zoning, the physical and environmental condition of the Property, the adequacy of existing utilities and any other factors Purchaser deems relevant in determining whether to purchase the Property. Within ten two (102) business days after the Effective Date, Seller shall deliver make available to Buyer Purchaser at the Due Diligence Materials to the extent within Seller’s possession. Upon the completion offices of Seller’s delivery Counsel in Morristown, New Jersey all documentation in possession of Seller’s Counsel relating to Buyer of all such Due Diligence Materials, Buyer environmental conditions at the Property (the “Environmental Documents”) and Seller shall agree make available to the Purchaser’s environmental and property condition consultants at the Property a person in writing (which may be via e-mail) as to such date of completion of delivery, which shall be Seller’s employ knowledgeable about the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and BuyerProperty’s representatives and agents shall have the right to enter upon Property at Buyer’s expenseuse by Seller, and at reasonable times, Seller’s counsel shall deliver to inspect, survey, examine, Purchaser’s counsel a copy of Seller’s current title policy and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of survey relating to the Property. Seller For purposes of conducting such inspections and studies, Purchaser shall allow Buyer and its representatives and agents have access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyertimes, subject to Section 4.2 below. If for any reason (including but not limited to Purchaser’s efforts discovery during the Due Diligence Period of additional areas of environmental concern not previously identified by Philips Electronics North America Corporation (“PENAC”) in the course of its investigation or remediation of the Property pursuant to conduct the inspections permitted hereinIndustrial Site Recovery Act, N.J.S.A. 13:1K-6 et al. Seller agrees (“ISRA”) or the absence of documentation evidencing PENAC’S responsibility to cooperate in introducing Buyer to vendors, staff and other parties who have experience remediate the Property) or for no reason Purchaser is not satisfied with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result results of its investigations. During , Purchaser may terminate this Agreement on notice to Seller and Escrow Agent given within the Due Diligence Period, Buyer may evaluate . In the Propertyevent of such termination, the feasibility of the transactionDeposit, the availability and cost of financingshall be returned to Purchaser, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodwhereupon, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement, all rights and obligations of the respective parties hereunder shall be null and void. If Purchaser does not deliver such notice of termination pursuant to this Section 4.1 within the Due Diligence Period, Purchaser shall conclusively be deemed to have waived its right of termination under this Section 4.1. Purchaser may, in its sole discretion, waive the balance of the Due Diligence Period at any time prior to the end of the Due Diligence Period by notifying Seller, in writing, in which instance the Due Diligence Period will be deemed to have expired.

Due Diligence. Buyer has paid Seller a. On or before the sum of $25.00, the receipt of date which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten three (103) business days after following the Effective Date, Seller shall deliver furnish to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsBuyer, Buyer for review and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary reliance as part of Buyer’s acquisition due diligence, all documents in Seller’s possession pertaining or relevant to the Property (the “Due Diligence Documents”), including, without limitation, the following: (a) surveys of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect if any; (b) environmental assessments pertaining to the Property; (c) geotechnical reports on the Property; (d) roof, structural and building reports pertaining to the Property; (e) Seller’s title policy on the Property at and copies of all reasonable times underlying documents; (f) notices of violations of any zoning ordinance or other law, regulation, agreement or instrument applicable to the Property; (g) architectural and shall cooperate with Buyer’s efforts engineering plans and specifications relating to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff building and other parties who have experience with improvements on the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and ; (h) all claims, injuries and damages property tax assessment bills for the last 3 years related to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rightsProperty; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action all service contracts, property management agreements, and other agreements in place regarding the Property; (j) all insurance policies and certificates regarding the Property; (k) a schedule of Seller or its agents or representatives or all capital improvements at the Property for the last three (ii3) any existing environmental contamination or other conditions with respect years; and (l) warranties and/or guaranties pertaining to the Property that may be discovered by Buyer as Property. In the result of its investigations. During the event Seller shall withhold any Due Diligence PeriodDocument that is material to the condition, Buyer may evaluate the Propertyuse, the feasibility ownership or operation of the transactionProperty and which was required by Seller to be delivered to Buyer pursuant to this Section 2(a), the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate exercise Buyer’s remedies under Section 11(a) below. b. From the Effective Date, through the date of Closing (as defined below), Seller shall allow Buyer and Buyer’s agents and consultants access to the Property for the purpose of conducting building inspections, surveys, environmental assessments, and other investigations, tests and studies in connection with the evaluation of the due diligence conditions to this Agreement Agreement. Such access shall be exercised by delivering notice Buyer and its agents and consultants at reasonable times, without material interference with Seller’s ongoing operations at the Property (if any), and shall be exercised with due care and at the risk of Buyer, and with general liability insurance as may be customary. If Buyer or its agents or consultants shall cause any damage to the Property in connection with such access, Buyer shall restore the same to its condition immediately preceding such damage, and in any event Buyer shall indemnify Seller against damage caused by Buyer or its agents or consultants in connection with such access; provided, however, that under no circumstances shall Buyer be liable to Seller hereunder as a result of (x) Buyer’s or Buyer’s agents or consultants mere discovery of hazardous materials or other conditions at the Property or before 11:59 p.m. Eastern time on (y) the last day fraud, gross negligence or willful misconduct of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇Seller. c. ▇▇▇▇▇ Money to Buyeris performing due diligence of the Property, and neither party shall have any further obligations or liability under this Agreement except accepts the property in an as-is condition, other than as expressly provided for in this Agreement.

Due Diligence. Buyer has paid Seller will have until the sum expiration of $25.00the tenth day (The "Review Period") after delivery of each of following items, the receipt of which is hereby acknowledged to be supplied by Seller, to conduct all of its inspections and due diligence and satisfy itself regarding each item, the Property, and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Buyer Initial: /s/ JS /s/ JS /s/ ES /s/ WS Purchase Agreement for: Children's World - Moreno Valley, CA Entire Property or persons caused if Buyer or its agents arising out of such physical inspections of the Entire Property. (a) The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see paragraph 8 below). (b) Copies of a Certificate of Occupancy or other such document as option money for Buyer having of the right date reflected thereon as may be in Seller's possession certifying completion and granting permission to terminate this Agreement during permanently occupy the Due Diligence Period. improvements on the Entire Property. (c) Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property. (d) Lease of the Property showing occupancy date, lease expiration date, rent, and security deposit, if any, and Guarantys, if any, accompanied by such tenant financial statements as provided to Seller by the Tenant and/or Guarantors. (e) Within ten thirty (1030) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion execution of Seller’s delivery to Buyer of all such Due Diligence Materialsthis Agreement by both parties, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, inspect and at reasonable times, to inspect, survey, examine, and test obtain further investigations of the Property as Buyer may deem necessary as part of Buyer’s acquisition of (the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations"Inspection Period"). Buyer shall indemnify and hold Seller harmless from and against for any and all claims, injuries and damages to persons and/or property arising out of loss or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller damage caused by Buyer or its agents or representatives or (ii) any existing environmental contamination or other conditions in connection with the inspection. Buyer acknowledges that the information provided and to be provided by Seller with respect to the Property and to the Tenant and Guarantors of Lease was obtained from a variety of sources and Seller neither (a) has made independent investigation or verification of such information, or (b) makes any representations as to the accuracy or completeness of such information. Seller is not aware that such information is inaccurate or misleading. At closing, Seller shall provide Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign person". Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the expiration of the Review Period or Inspection Period. Such notice shall be discovered deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer as pursuant to the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodterms hereof, if Buyer determinesfails to make the Second Payment, for any reason or no reasonSeller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to have canceled this Agreement and Buyer Initial: /s/ JS /s/ JS /s/ ES /s/ WS Purchase Agreement for: Children's World - Moreno Valley, that it CA relinquish all rights in and to the Property. If this Agreement is not desirable to proceed with canceled and the transaction. In such eventSecond Payment is made when required, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to all of Buyer, 's conditions and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementcontingencies will be deemed satisfied.

Due Diligence. Buyer has paid Seller (a) Purchaser, or Purchaser’s representatives, shall be entitled from time to time to enter upon the sum of $25.00Property during business hours, the receipt of which is hereby acknowledged by upon not less than one (1) business days prior notice to Seller, (at Seller’s election, with a representative of Seller accompanying Purchaser), subject to rights of existing tenants, to perform Purchaser’s due diligence review with respect to the Property. Purchaser may perform such inspections and investigations, if any, as option money for Buyer having Purchaser may reasonably deem appropriate, provided that Purchaser may not perform any tests, inspections or investigations which damage or reasonably could damage the right Property without Seller’s consent. Seller agrees to terminate this Agreement during the Due Diligence Periodcooperate with Purchaser at no cost, expense or liability to Seller in conducting its due diligence, including, without limitation, providing documents or instruments reasonably required by Purchaser and in Seller’s possession and control. Within ten (10) days after the Effective DateIn order to assist Purchaser in its due diligence, Seller shall deliver to Buyer Purchaser, the Due Diligence Materials items set forth in Exhibit K to the extent within the same are in Seller’s possession. Upon possession and control (the completion “Due Diligence Documents”), which Due Diligence Documents are being delivered without any representation or warranty of any kind or nature. (b) Purchaser hereby confirms and agrees that: (i) such inspections and investigations shall not interfere with the existing tenants and shall take place during normal business hours upon reasonable prior notice to Seller (at Seller’s option, in the presence of Seller’s delivery representatives), Purchaser shall promptly pay to Buyer of all third parties performing such Due Diligence Materials, Buyer inspections or investigations and Seller shall agree in writing all fees and other monies due them for such services; (which ii) except as may be via e-mail) required by Purchaser to complete its due diligence or as may be required to such date of completion of deliveryconsummate the transactions contemplated herein, which shall or as may be required by law, until the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives all information set forth in all documents to be reviewed hereunder by Purchaser, its employees and agents shall have be held in strict confidence by Purchaser; (iii) In the right event the Closing does not occur or this Contract of Sale terminates for any reason Purchaser shall promptly return to enter upon Property at BuyerSeller the documents obtained from Seller and Seller’s expenseagents; (iv) Purchaser shall not suffer or permit any lien, and at reasonable times, claim or charge of any kind whatsoever to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect attach to the Property at all reasonable times due to any acts or omissions of Purchaser or its agents, contractors or employees; (v) No phase II environmental test, audit or inspection or any other invasive test shall be performed or undertaken by or on behalf of Purchaser without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Purchaser shall not engage a Licensed Site Remediation Professional to perform or undertake any test, audit or inspection; (vi) Purchaser shall restore any damage or disturbance to the Property resulting from such inspections or investigations and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify defend and hold Seller and its members, principals and affiliates harmless from and against any and all claims, injuries losses, judgments, penalties, fines, costs, damages, expenses (including, without limitation, attorney’s fees and damages to persons and/or property disbursements) or liabilities (collectively, “Losses”) incurred by Seller or any of its affiliates by reason of or arising out of Purchaser’s or resulting from Purchaser’s agents’, contractors’ or employees’ entry onto the exercise Property or any of Buyer’s inspection rightsits or their acts or omissions while on the Property except to the extent that the Losses arise out of the negligence or willful misconduct of Seller; provided, however, Buyer’s indemnity obligations shall not extend and (vii) During the term of this Contract of Sale and prior to any claims, injuries or damages resulting from or relating to (i) any action of Seller Purchaser or its contractors or agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate entering on the Property, Purchaser or its contractors or agents shall maintain commercial general liability insurance with combined single limits of not less than $1,000,000 per occurrence and general aggregate limit of not less than $2,000,000 for bodily injury and property damage, covering claims which may arise out of or from acts or omissions by Purchaser or its contractors on or at the feasibility Property issued by insurance companies authorized to do business in New Jersey and having a rating of the transaction, the availability A-VIII better by Best’s rating guide; such liability insurance maintained by Purchaser and cost of financing, and any other matters of concern to Buyer. Buyer its contractors shall have the right to terminate this Agreement by delivering notice to name Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In as an additional insured; each such event, Holder shall promptly refund the contractor will carry ▇▇▇▇▇▇▇’▇ Money to Buyer, and neither party compensation insurance. (c) The provisions of Section 2.1(b) shall have any further obligations or liability under survive the termination of this Agreement except as expressly provided in this AgreementContract of Sale for a period of three (3) years.

Due Diligence. (a) Buyer has paid Seller acknowledges that EAC and the sum of $25.00Shareholders have previously delivered to Buyer certain documents and information in response to Buyer’s due diligence request list dated May 29, 2008. (b) Buyer shall have the period from the date hereof and ending at 5:00 p.m. on the date that is sixty (60) days from the date hereof (the “Inspection Period”) to conduct such due diligence with respect to EAC, the receipt Property, the Assets and the System (as each such term is hereinafter defined), including without limitation such investigation of which is hereby acknowledged by Sellerany matters disclosed or not disclosed herein or in any Disclosure Schedule hereto as Buyer, as option money for Buyer having in its sole and absolute discretion, deems appropriate. (c) During the right to terminate this Agreement during the Due Diligence Inspection Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsBuyer, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliverythrough its authorized agents or representatives, which shall be entitled, upon reasonable advance notice to EAC, to enter upon the date of commencement of the Due Diligence Period. Prior to ClosingProperty during normal business hours, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expensemake such reasonable investigations and conduct such reasonable tests, including engineering studies, soil tests, and environmental studies (including an environmental site assessment of EAC’s Property), as Buyer deems necessary or advisable (the “Testing Rights”), subject to the following limitations: (i) Buyer shall give EAC written or telephonic notice at reasonable times, to inspect, survey, examineleast one (1) business day before conducting any inspections on the Property, and test a representative of EAC shall have the right to be present when Buyer or its agents or representatives conducts its or their investigations on the Property; (ii) neither Buyer nor its representatives shall materially interfere with the use, occupancy or enjoyment of the Property as by EAC; (iii) neither Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller nor its agents or representatives shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to damage the Property at or any portion thereof, except for any immaterial damage caused by invasive tests, all reasonable times of which shall promptly be repaired by Buyer; and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. (iv) Buyer shall indemnify indemnify, hold harmless and hold Seller harmless from defend EAC against all costs (including reasonable attorneys' fees) and against any and all claims, injuries and direct damages to persons and/or property arising out caused by the activities of Buyer or resulting from the exercise of Buyer’s inspection rightsits agents or representatives under this Section 1.3(c); provided, however, Buyer’s that such indemnity obligations shall not extend to include any claims, injuries costs or damages resulting from or relating to caused by (iX) any action the acts of Seller EAC or its agents or representatives or (iiY) any pre-existing environmental contamination or other conditions with respect condition of the Property, except to the Property extent that may be discovered such pre-existing condition is materially adversely affected by actions of Buyer as or its agents or representatives during the result Inspection Period. The foregoing indemnification obligation shall survive the termination of its investigations. During this Agreement for a period of two (2) years. (i) At any time before the Due Diligence end of the Inspection Period, Buyer may evaluate may, in its discretion, give one written notice thereof delivered prior to the Propertytermination of the Inspection Period to EAC setting forth any objections (the “Buyer Objections”) that Buyer has resulting from its due diligence investigation. EAC and the Shareholders shall have the option to cure the Buyer Objections within the thirty (30) day period after the date of such notice (the “Cure Period”) and shall within 10 days of receipt of the Buyer Objections give Buyer a written response of either their intention to cure the Buyer Objections or their intention not to cure or inability to cure the Buyer Objections (in either case, the feasibility “EAC Response”). (ii) If the EAC Response indicates that EAC and the Shareholders elect not to cure the Buyer Objections or EAC and the Shareholders attempt, but are unable, to cure the Buyer Objections prior to the end of the transactionCure Period, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right option (in its sole, reasonable discretion) to be exercised within 10 days of the earlier of the date of Buyer’s receipt of the EAC Response or the end of the Cure Period of either (X) accepting the situation as it then is for all purposes under this Agreement, waiving any additional rights Buyer may have arising from such Buyer Objections, and proceeding to carry out the purchase and sale transaction contemplated herein, or (Y) terminating this Agreement, whereupon this Agreement shall terminate and Buyer, EAC and the Shareholders shall have no further obligations or liabilities hereunder other than Buyer’s indemnity obligation under Section 1.3(c); provided however, that if Buyer elects to terminate this Agreement by delivering pursuant to this Section 1.3(d)(ii), then Buyer shall reimburse the Shareholders and EAC for legal and accounting fees in an amount not to exceed $60,000, provided that the Shareholders submit copies to Buyer of documents establishing the amount of such legal and accounting fees. (iii) If Buyer does not give EAC a written notice setting forth any Buyer Objections during the Inspection Period or Buyer accepts the EAC Response and elects to Seller at proceed to carry out the purchase and sale transaction contemplated herein (as provided in Section 1.3(d)(ii)(X) above), this Agreement shall remain in full force and effect, except that Buyer's rights pursuant to this Section 1.3 shall terminate upon the date which is the earlier of Buyer’s election to proceed under Section 1.3(d)(ii)(X) above or before 11:59 p.m. Eastern time on the last day end of the Due Diligence Inspection Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller the sum Within five (5) Business Days of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver or cause to Buyer be delivered to Purchaser the Due Diligence Materials documents and information listed in Exhibit C to the extent within in Seller’s possessionpossession or control (collectively, the “Due Diligence Materials”). Upon Commencing on the completion Effective Date and continuing for a period of forty-five (45) days thereafter (the “Due Diligence Period”), Purchaser and any representatives designated by Purchaser may, at Purchaser’s expense, at reasonable times and upon reasonable prior notice to Seller’s delivery , to Buyer the extent reasonably necessary in connection with the purchase of all such the Property, (i) inspect the Due Diligence Materials, Buyer (ii) inspect and Seller perform testing at the Real Property (subject to the rights of the Tenants at the Property), including, without limitation, surveys, environmental studies (including Phase 1 and, if necessary, Phase II Environmental Site Assessments), zoning analyses, examinations and tests of the roof and all structural and mechanical systems within the Improvements or located in, on or under the Land (collectively, “Inspections”), provided that all of the Inspections shall agree be non- invasive except to the extent approved in writing (which may be via e-mail) as to such date of completion of deliveryby Seller, which approval will not be unreasonably withheld, conditioned or delayed, and that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to monitor, such Inspections, and (iii) meet with and interview the tenants at the Property (each a “Tenant” and collectively, the “Tenants”), provided that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to attend and participate in, such meetings and interviews. All actions taken by or on behalf of Purchaser shall be the date of commencement of the Due Diligence Period. Prior to Closingin accordance with all applicable laws, Buyer rules and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Propertyregulations. Seller shall allow Buyer and its representatives and agents access toreasonably cooperate, or shall provide documents for review, whichever the case may beat no cost to Seller, with respect Purchaser’s Inspections. Purchaser shall (A) not unreasonably interfere with the use of the Real Property by the Tenants, (B) restore any damage to the Real Property at all reasonable times caused by Purchaser’s Inspections to the condition which existed immediately prior to each of the Inspections, (C) defend and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsindemnify Seller, staff its members and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify affiliates, and hold Seller harmless each of their officers, directors, agents and employees, from and against any and all claimsliability, injuries loss, cost, expense and damages damage for physical damage to persons and/or the Real Property, or property arising out of the Tenant or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend injury or death to any claimsperson (including, injuries or damages resulting from or relating to without limitation, reasonable attorneys’ fees) incurred by any of them in connection with the Inspections, (iD) any action promptly after the written request of Seller or its agents or representatives or from time to time, provide Seller with copies of all written reports, tests and other written information regarding the Inspections, and (iiE) prior to and as a condition to any existing environmental contamination or other conditions Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with respect a combined single limit of at least $2,000,000.00, in a form reasonably acceptable to the Property Seller, and naming Seller as an additional insured. Seller acknowledges that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transactiondate of this Agreement, Purchaser is self-insured through the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Intergovernmental Risk Management Agency ("▇▇▇▇"). Seller expressly agrees to have the foregoing insurance requirements, at the option of Purchaser, provided through ▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in rather than through purchased insurance. Upon the termination of this Agreement, Purchaser shall promptly return to Seller any documents (originals and copies) received from Seller.

Due Diligence. Buyer acknowledges that Buyer has paid heretofore conducted substantial due diligence, and Buyer believes it can complete its due diligence in sufficient time to close a sale of the Acquired Assets on or before 5:00 p.m. Eastern Time on April 8, 2005. Seller shall provide Buyer reasonable access to the sum Seller’s books and records as well as the Manufacturing Facility and Administrative Office Space and Seller’s employees. Buyer acknowledges that Buyer will be purchasing the Acquired Assets based solely on Buyer’s own independent investigations and findings after having reviewed information provided by Seller or Seller’s agents. Any information that Seller or any other party may have delivered to Buyer is furnished without any representation or warranty whatsoever, other than Seller’s warranty that Seller has title to the Acquired Assets. Seller has made no agreement to alter, repair or improve any of $25.00the Acquired Assets, provided, however, that Seller may, prior to the receipt Closing Date, allow the removal of existing equipment for which is hereby acknowledged by Sellerthe equipment leases were rejected prior to the Closing Date; and provided, as option money for further, that Buyer having shall have the right right, at any time prior to terminate this Agreement during the Due Diligence PeriodClosing Date to delete any of the Assumed Contracts which it does not desire to assume from the list of Acquired Assets, with no reduction to the Purchase Price. Within ten (10) days after Subsequent to the Effective DateClosing, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, no further liability or shall provide documents for review, whichever the case may be, obligation with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsAcquired Assets or their condition, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided set forth in this Agreement.

Due Diligence. (a) Buyer has paid Seller shall have until June 16, 2010 (the sum “Due Diligence Period”) within which to conduct such due diligence activities, inspections, and studies of $25.00the Purchased Assets as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the receipt Purchased Assets that Buyer deems necessary or appropriate for purposes of which is hereby acknowledged by consummating this transaction (collectively, “Buyer’s Due Diligence”). (b) Buyer, at Buyer’s sole cost and expense, shall retain such professional consultants as Buyer may deem appropriate to assist Buyer in Buyer’s Due Diligence. Seller, at no cost to itself but without charge to Buyer, shall execute and deliver such authorizations and consents as option money for Buyer having the right reasonably may be necessary to terminate this Agreement during Buyer’s conduct of Buyer’s Due Diligence. (c) During the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver make available to Buyer the Due Diligence Materials and its agents and representatives, or provide Buyer and its representatives with, copies of any and all documents such as records, leases, agreements, permits and licenses, studies (e.g., environmental, archaeological, appraisal, survey, etc.), contracts and tenant leases and licenses, real property tax records, legal settlement documents, and title-related documents, that relate to the extent within Purchased Assets and are in Seller’s possession. Upon possession or control or which are readily available. (d) On or before 5:00 p.m. (Hawaii Standard Time) on the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement last day of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have advise Seller, in writing, if Buyer intends to proceed with the right transaction or advise Seller if Buyer intends not to enter upon Property at Buyer’s expenseproceed with the transaction, and at reasonable timessubject to the Financing Contingency, or advise Seller, in writing, if Buyer intends not to inspect, survey, examine, and test proceed with the Property as transaction. (e) Buyer may deem necessary as part assumes the sole risk of all of Buyer’s acquisition costs and expenses of the Property. Buyer’s Due Diligence, and Seller shall allow Buyer have no liability for any such costs and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. expenses. (f) Buyer shall indemnify and hold Seller harmless from and against any and all claimsloss, injuries cost, injury and damages to persons and/or property damage, including reasonable attorney’s fees, arising out of of, resulting from, or resulting from the exercise of in any way connected with Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations Due Diligence. (g) Termination of this Agreement shall not extend to relieve any claims, injuries or damages resulting from or relating to (i) party of liability for a breach of any action provision of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementtermination.

Due Diligence. Buyer has paid Seller Licensee shall use commercially reasonable diligence--consistent with accepted business practices and legal requirements (which diligence may, but not necessarily will, include application of scientific, technical, clinical and regulatory personnel, equipment, and time and resources towards the sum development of $25.00the Product and/or the Product as part of the Kit to meet Licensee's obligations under this Agreement), and taking into account issues of commercial viability, safety and efficacy -- to develop, obtain Regulatory Approval of, and commercialize the Product (and/or, in Licensee's discretion, the receipt Product as part of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Perioda Kit). Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials Licensee's development efforts with respect to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer Oncology and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which Ophthalmology Disease Areas shall be guided by the date development plan attached hereto as Exhibit B (hereinafter referred to as the "Development Plan"), but the failure to comply with such Development Plan shall not be deemed a failure of commencement required diligence if Licensee's efforts reflect commercially reasonable diligence as described above. Licensee shall notify Meiji of any material amendment or modification of the Due Diligence Period. Prior to ClosingDevelopment Plan and the reasons therefor, Buyer and Buyer’s representatives and agents Meiji shall have the right to enter upon Property at Buyer’s expenseoffer input and suggestions to Licensee regarding such amendment(s) and modifications(s); Licensee shall give due consideration to such input and suggestions, provided that such consideration shall be in accordance with commercially reasonable diligence as described above. In addition, Licensee shall use commercially reasonable diligence to achieve the [*]. Licensor recognizes, however, that commercial, safety or efficacy issues may not make it commercially reasonable to achieve such targets, and at that many ---------- [*] Confidential Treatment Requested aspects of achieving such targets are beyond Licensee's reasonable times, control. Licensor further agrees that Licensee's exercise of commercially reasonable diligence with respect to inspect, survey, examine, and test the Property as Buyer may deem necessary a Product or a Product as part of Buyer’s acquisition a Kit for any one Indication in a Disease Area shall be deemed to satisfy Licensee's diligence obligations in such Disease Area. Licensor further agrees that, during the first [*] months following the Effective Date of this Agreement, Licensee's exercise of commercially reasonable diligence in the Propertydevelopment of a Product or a Product as part of a Kit in any one Disease Area shall be deemed to satisfy Licensee's diligence obligations under this Agreement. Seller Provided that it is reasonable to do so on grounds of commercial non-viability, toxicity or non-efficacy, Licensee shall allow Buyer and its representatives and agents access tohave the right, exercised by giving notice in writing to Licensor, either not to commence development of a Product (including a Product as part of a Kit), or shall provide documents for reviewto cease development of a Product, whichever the case may beor not to pursue Regulatory Approval or commercialization of a Product in one or more Disease Area(s) in a particular country or countries. In such case, with respect at Licensee's option as indicated in its notice to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsLicensor, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to either (i) any action the scope of Seller Licensee's rights under the license granted in this Agreement shall be reduced commensurate with the Disease Area(s) or its agents or representatives countries Licensee elects to relinquish in such notice, or (ii) any existing environmental contamination or other conditions with Licensee may elect to reduce its license rights in respect to the Property that may be discovered by Buyer a specified country or countries or a specified Disease Area or Disease Areas to a "semi-exclusive license" as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financingdescribed, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodterms provided, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementSection 6.4 below.

Due Diligence. Seller acknowledges that the Buyer has paid Seller intends to conduct an investigation of the sum of $25.00Company, the receipt Property, the Owner LLCs’ Property, the TZO Loan, the TTF Loan, the ESDI Loan, the 1201 MetLife Loan, the 1225 MetLife Loan, and all of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during books and records of the Due Diligence PeriodCompany and the LLCs. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be Commencing on the date of commencement of the Due Diligence Period. Prior to Closinghereof, Buyer Buyer, and Buyer’s employees, agents, consultants, advisors, attorneys, accountants, engineers and other representatives and agents (“Buyer’s Representatives”) shall have the right to enter upon Property at Buyer’s expense, perform and at reasonable times, to inspect, survey, examine, conduct such examinations and test the Property investigations thereof as Buyer may deem necessary as part desire, which may include, without limitation, examination of Buyer’s acquisition all structural and mechanical aspects of the Property, review of documentation, income and expenses, all Leases and tenant files, records of repairs and capital improvements (excluding only any materials which are not required or desirable for the operation, management or ownership of the Property, Company, or any of the LLCs including without limitation any reporting requirements and which are of a proprietary nature, (such as internal valuation analysis, projections, and other materials constituting the legally privileged and confidential work product of Seller but not if the same relate to related liabilities and obligations being assumed or intended to be assumed by Buyer or which Buyer is otherwise subject), examination of the title to the Property, conducting environmental tests to determine the presence or absence of hazardous waste or materials, asbestos, lead paint, indoor air quality, radon and other similar materials and substances at, in on, under or from the Property, and other environmental conditions at the Property, preparing and reviewing a current as-built survey thereof, and determining the compliance of the Property with all applicable laws, rules, codes and regulations. In connection with such examination, Seller shall allow Buyer deliver and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property make available (at all reasonable times and shall cooperate with places) for Buyer’s efforts to conduct review all of the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsbooks and records of the Company, staff the LLCs and Owner LLC and the MetLife Loans, the Other First Loan and including without limitation the other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect items set forth on Schedule 1 attached hereto to the Property that may be discovered by Buyer as extent not heretofore delivered. If the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence PeriodPeriod shall fall on Saturday, Sunday or holiday, the Due Diligence Period shall automatically be extended to the next business day. Notwithstanding anything herein to the contrary, nothing herein shall authorize Buyer, nor shall Buyer be permitted to conduct, any subsurface or groundwater environmental testing or other environmental samplings relating to the Property without Seller’s prior written consent, which consent may be withheld or denied in Seller’s sole discretion; provided that lead, radon, indoor air quality and asbestos sampling shall be permitted without Seller’s prior consent and provided further that if Seller unreasonably withholds or denies consent for Phase II testing, then Buyer determinesshall be entitled to terminate the Contract, for any reason or no reasonby written notice to Seller, that it is not desirable to proceed with whereupon the transaction. In such event, Holder Deposit shall promptly refund the ▇▇▇▇▇▇▇ Money be returned to Buyer, and Seller shall reimburse Buyer for its transaction costs and expenses, including, without limitation, all attorneys’ fees, costs and expenses up to the amount of $150,000, and neither party shall thereafter have any further obligations rights or liability under this Agreement except as remedies hereunder, other than those expressly provided in this Agreementstated to survive termination.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the 2.6.1 The “Due Diligence Period. Within ten ” will commence on the Effective Date and will expire on the date that is thirty (1030) days after the Effective Date. To the extent within the possession or reasonable control of Seller, its Subsidiaries or Resort Manager, Seller shall deliver make available to Buyer the Due Diligence Materials Purchaser for Purchaser’s review and due diligence documentation, agreements, reports and other items relating to the extent within Seller’s possessionProperty as Purchaser may reasonably request, including, without limitation, those items more fully set forth on Exhibit “F” attached hereto. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsPurchaser and its representatives, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of deliverylender(s), which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives consultants and agents shall have the right right, at reasonable times and on reasonable prior notice to Seller, to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property to conduct such inspections, investigations, tests and studies as Buyer may Purchaser shall deem necessary as part of Buyer’s acquisition (including, without limitation, environmental site assessments, engineering tests and studies, physical examinations, feasibility studies and other due diligence investigations of the Property. ), provided that, Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement be present during such assessments and investigations and any such testing and/or investigations shall be performed in a manner that does not unreasonably interfere with or impair the operations at the Resort (including the use thereof by delivering notice Seller’s tenants, guests and their respective invitees) and no intrusive drilling or testing shall be performed without Seller’s prior written approval (such approval not to Seller at be unreasonably withheld, conditioned or before 11:59 p.m. Eastern time on the last day delayed). Prior to conducting any on-site inspection of the Due Diligence PeriodProperty, if Buyer determinesother than mere visual examination, Purchaser or its representatives, lender(s), consultants and/or agents, as applicable, shall obtain and during the period of such inspection or testing shall maintain, at such party’s expense, commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, which insurance policies must have limits for bodily injury and death of not less than One Million Dollars ($1,000,000) for any one occurrence and not less than One Million Dollars ($1,000,000) for property damage liability for any one occurrence. Purchaser shall indemnify, defend and hold harmless Seller and its respective affiliates, subsidiaries, officers, directors, members, shareholders, and agents from any Claims arising from or related to Purchaser’s or its tenants, guests, invitees, agents or contractors entry upon the Property for any inspections, investigations, tests and studies, for any reason personal injury or no reasonproperty damage suffered or incurred by or claimed due to such inspections, investigations, tests and studies or for any liens that it is attach to the Property arising out of the inspections whether prior to or after the Effective Date except (i) for the discovery of existing conditions at the Property so long as following such discovery Purchaser does not desirable exacerbate such conditions through its actions; and (ii) to proceed with the transactionextent caused by the gross negligence or willful misconduct of Seller or the Resort Manager, or any of their respective agents, employees or contractors. In After any such evententry, Holder Purchaser shall promptly refund restore the ▇▇▇▇▇▇▇ Money Property to Buyerits prior condition, if its condition was changed by such entry. This Section 2.6.1 shall survive the Closing and neither party shall have any further obligations or liability under this Agreement except as expressly provided in termination of this Agreement. 2.6.2 Purchaser acknowledges that certain information regarding the Resort and/or the Property that has been or will be made available by Seller and/or Resort Manager to Purchaser is proprietary and confidential in nature and has been provided to Purchaser solely to assist Purchaser in determining the desirability of purchasing the Property (the “Confidential Diligence Information”). Subject only to the provisions of Section 9.16, Purchaser agrees not to disclose the contents of the Confidential Diligence Information or any of the provisions, terms or conditions contained therein to any party outside of Purchaser’s organization other than its attorneys, partners, agents, accountants, engineers, consultants, lenders franchisor, hotel manager, or investors (collectively, for purposes of this Section 2.6.2, the “Permitted Outside Parties”). The Confidential Diligence Information shall not include information that is publicly available (or becomes publicly available except as a result of disclosure by Purchaser or any of the Permitted Outside Parties) or any information that is required by law or court order to be disclosed. Purchaser agrees not to divulge the contents of the Confidential Diligence Information except in strict accordance with the confidentiality standards set forth in this Section 2.6.2

Due Diligence. Buyer has paid Seller (a) The parties agree that Purchaser shall conduct a due diligence investigation of the sum Company (including, without limitation, (i) a review of $25.00the information, documents and other matters identified on any Schedule or delivered pursuant to the receipt terms of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement and investigations of the Company's customers, (ii) satisfactory review, at the sole discretion of the Purchaser, of the Company's Trailing EBITDA, and (iii) interviews with the Company management, including the heads of each division within the Company) which commenced upon the signing of the letter of intent relating to the transaction contemplated hereby and, except as provided in subsection (c) below, shall be completed by Purchaser no later than the execution and delivery date of this Agreement (the "Purchaser's Due Diligence Period"). (b) Purchaser and Sellers acknowledge that, during the Due Diligence Period, Purchaser and the Lenders may perform a due diligence review, including, a Phase I and, if desired by Purchaser or the Lenders, Phase II environmental review of the Company and the Real Property, the scope and substance of which shall be subject mutually agreed upon by Purchaser, the Lenders and Principal Shareholders. Within ten (10) days after In addition, at the Effective Daterequest of the Purchaser and Lenders, Seller shall deliver to Buyer the Due Diligence Materials Purchaser may update any Phase I environmental review previously completed by the Company. All such environmental reviews will be performed by Environmental Strategies Corporation, Purchaser and the Lenders and engaged on behalf of Purchaser. A Phase II environmental review will be performed only to the extent within Seller’s possessionrecommended by such expert or required by the Lenders. Upon In the completion of Seller’s delivery event any Phase II environmental review is required, Principal Shareholders shall use their reasonable best efforts, and shall cause the Company to Buyer of use its reasonable best efforts, to secure all consents necessary to permit any such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as Phase II environmental review to such date of completion of delivery, which proceed. The Company shall be responsible for the date costs and expenses related to the Phase I environmental review, Phase II environmental review (to the extent such a review is deemed necessary) and update of commencement any Phase I environmental review previously completed by the Company; provided, however, that Purchaser shall pay for any such costs and expenses to the extent they exceed $50,000.00 in the aggregate. (c) Any inventory of raw, consignment and finished goods taken on or prior to the Due Diligence PeriodClosing Date shall be performed by the Company's personnel using methods and procedures mutually acceptable to the parties hereto. Prior to Closing, Buyer and Buyer’s representatives and agents Purchaser's representative shall have the right to enter upon Property at Buyer’s expense, observe the taking of any such inventory and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents have access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or documentation relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementthereto.

Due Diligence. Buyer has paid Seller During the sum forty-five (45) day period following acceptance of $25.00, this Contract (the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the “Due Diligence Period. Within ten (10) days after the Effective Date”), Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents Donee shall have the right to enter upon Property right, at Buyer▇▇▇▇▇’s expense, and to enter onto the Premises at reasonable timestimes for the purpose of inspecting, surveying and making environmental and engineering studies and soil tests. ▇▇▇▇▇ agrees to inspectindemnify and hold Donor harmless from all costs, surveyexpenses, examineliability and damages, including attorneys’ fees, incurred or arising in connection with anything done or work performed by, through or under Donee pursuant to the provisions of this paragraph, regardless of Donor’s negligence. In conducting any inspections, investigations or tests of the Premises, Donee and its agents and representatives shall: (i) maintain comprehensive general liability (occurrence) insurance in form and amounts reasonably satisfactory to Donor, covering any accident arising in connection with the presence of Donee, its agents and representatives on the Premises and shall deliver a certificate of insurance verifying such coverage to Donor prior to entry upon the Premises; (ii) not permit any liens to attach to the Premises by reason of the exercise of its rights hereunder; (iii) fully restore the Premises to the condition in which the same was found before any such inspections or tests were undertaken; and (iv) not reveal or disclose any information obtained during such inspections, investigations or tests concerning the Premises to any third party, regardless of Donor’s negligence except as required by law. Donee shall provide Donor with copies of all inspection reports, surveys, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, environmental assessments obtained by Donee with respect to the Property at all reasonable times Premises. In the event that ▇▇▇▇▇ determines that the condition of the Premises is unsatisfactory and shall cooperate with Buyer’s efforts gives written notice of termination to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect Donor prior to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day expiration of the Due Diligence Period, if Buyer determinesthis Contract shall be terminated and the Deposit returned to Donee. If Donee fails to so terminate, for Donee shall purchase the Premises and any reason improvements thereon in an “as is, where at” condition and subject to all faults of every kind and nature whatsoever, whether latent or no reasonpatent and whether now or hereafter existing. Donee represents and warrants to Donor that Donee has not relied, that it is and shall not desirable rely, upon any representations or statements or the failure to proceed with the transactionmake any representation or statement, by Donor or Donor’s agents or employees or by any person acting, or purporting to act, on behalf of Donor. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money specifically agrees that Donor shall not be obligated to Buyerdo any restoration, repairs, remediation or other work in connection with the Premises, that Donor shall not be liable for any restoration, repairs, remediation or other work necessary to cause the Premises to meet any applicable laws, ordinances, requirements, limitations, restrictions, regulations or codes, or be suitable for any particular use, and neither party that Donee shall have indemnify and hold Donor harmless from all costs, expenses, liability and damages, including attorneys’ fees, incurred or arising in connection with any further obligations such restoration, repairs, remediation or liability under other work. This provision shall not apply to any environmental remediation which may become necessary pursuant to any Federal or State hazardous material clean up. This provision shall survive the closing of this Agreement except as expressly provided in this Agreementtransaction and the delivery of the Deed.

Due Diligence. Buyer has paid Seller Licensee shall use commercially reasonable diligence--consistent with accepted business practices and legal requirements (which diligence may, but not necessarily will, include application of scientific, technical, clinical and regulatory personnel, equipment, and time and resources towards the sum development of $25.00the Product and/or the Product as part of the Kit to meet Licensee's obligations under this Agreement), and taking into account issues of commercial viability, safety and efficacy -- to develop, obtain Regulatory Approval of, and commercialize the Product (and/or, in Licensee's discretion, the receipt Product as part of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Perioda Kit). Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials Licensee's development efforts with respect to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer Oncology and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which Ophthalmology Disease Areas shall be guided by the date development plan attached hereto as Exhibit B (hereinafter referred to as the "Development Plan"), but the failure to comply with such Development Plan shall not be deemed a failure of commencement required diligence if Licensee's efforts reflect commercially reasonable diligence as described above. Licensee shall notify Meiji of any material amendment or modification of the Due Diligence Period. Prior to ClosingDevelopment Plan and the reasons therefor, Buyer and Buyer’s representatives and agents Meiji shall have the right to enter upon Property at Buyer’s expenseoffer input and suggestions to Licensee regarding such amendment(s) and modifications(s); Licensee shall give due consideration to such input and suggestions, provided that such consideration shall be in accordance with commercially reasonable diligence as described above. In addition, Licensee shall use commercially reasonable diligence to achieve the [ * ]. Licensor recognizes, however, that commercial, safety or efficacy issues may not make it commercially reasonable to achieve such targets, and at that many aspects of achieving such targets are beyond Licensee's reasonable times, control. Licensor further agrees that Licensee's exercise of commercially reasonable diligence with respect to inspect, survey, examine, and test the Property as Buyer may deem necessary a Product or a Product as part of Buyer’s acquisition a Kit for any one Indication in a Disease Area shall be deemed to satisfy Licensee's diligence obligations in such Disease Area. Licensor further agrees that, during the first [ * ] months following the Effective Date of this Agreement, Licensee's exercise of commercially reasonable diligence in the Propertydevelopment of a Product or a Product as part of a Kit in any one Disease Area shall be deemed to satisfy Licensee's diligence obligations under this Agreement. Seller Provided that it is reasonable to do so on grounds of commercial non-viability, toxicity or non-efficacy, Licensee shall allow Buyer and its representatives and agents access tohave the right, exercised by giving notice in writing to Licensor, either not to commence development of a Product (including a Product as part of a Kit), or shall provide documents for reviewto cease development of a Product, whichever the case may beor not to pursue Regulatory Approval or commercialization of a Product in one or more Disease Area(s) in a particular country or countries. In such case, with respect at Licensee's option as indicated in its notice to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsLicensor, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to either (i) any action the scope of Seller Licensee's rights under the license granted in this Agreement shall be reduced commensurate with the Disease Area(s) or its agents or representatives countries Licensee elects to relinquish in such notice, or (ii) any existing environmental contamination or other conditions with Licensee may elect to reduce its license rights in respect to the Property that may be discovered by Buyer a specified country or countries or a specified Disease Area or Disease Areas to a "semi-exclusive license" as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financingdescribed, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodterms provided, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementSection 6.4 below.

Due Diligence. Buyer’s obligation to purchase the Property is specifically subject to a satisfactory inspection, test and review of the Property, including but not limited to, any feasibility studies, environmental assessments (including but not limited to a Phase I and/or Phase II or other environmental tests, studies or reports), zoning review, examinations, appraisals, boring, or other surveys or tests, and any other test, review or inspection deemed necessary by Buyer. The costs and expenses incurred in the due diligence review performed by Buyer has paid Seller shall be Buyer’s obligation. Buyer shall complete the sum of $25.00due diligence review prior to November 20th, 2017 and agrees to promptly commence its due diligence review. Buyer shall have reasonable access to the receipt of which Property to conduct its inspections, tests and due diligence review. To the extent the due diligence review is hereby acknowledged by Sellernot acceptable to Buyer, as then Buyer shall have the option money for Buyer having the right to terminate this Agreement during Agreement. In such event, the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents parties hereto shall have no further rights, duties or obligations under this Agreement. In the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part course of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access todue diligence, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller ▇▇▇▇▇ agrees to cooperate in introducing Buyer to vendorsdefend, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages damages, liabilities, costs, or expenses which in any way arise out of, relate to, or are due to persons and/or property arising out of the acts or resulting from the exercise omissions of Buyer’s inspection rights; provided, howeverits employees, Buyer’s indemnity obligations agents and contractors in connection with such inspections and due diligence review, and Buyer shall not extend to promptly repair any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect damage to the Property that may be discovered by Buyer occurring as the a result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at such inspections or before 11:59 p.m. Eastern time on the last day of the Due Diligence Periodinvestigations and, if Buyer determinesor its representatives undertake any borings or other disturbances of the soil, for Buyer shall cause the soil shall be compacted to its condition immediately before any reason such borings or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementother disturbances were undertaken.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller Sellers and their agents shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, give Buyer and Buyer’s counsel, accountants, engineers, insurance carriers, lenders and other representatives (“Buyer’s Representatives”) access to all of Sellers’ properties, books, accounts, contracts, commitments, licenses, site plans, surveys, records and agents receipts used or useful in connection with the Property or the operation thereof that are in Seller’s possession, and Sellers shall furnish Buyer with all such information concerning Sellers’ affairs with respect to the Property or the operation thereof as Buyer may reasonably request. Buyer shall indemnify, hold harmless and defend Sellers and Manager from and against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts at or upon the Property by Buyer or Buyer’s Representatives, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLERS AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the extent caused by the gross negligence or reckless or willful misconduct of Sellers and/or Manager. Buyer understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Sellers and Buyer after not less than two (2) business days prior written notice to Sellers and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Sellers and/or Manager shall have the right to enter upon have a representative present during any such inspections. If Buyer desires to do any invasive testing at the Property, Buyer shall do so only after notifying Sellers and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Sellers. Buyer shall not permit any liens to attach to the Property by reason of such inspections. Buyer shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Buyer thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Buyer or Buyer’s expense, and at reasonable times, Representatives on or related to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller The provisions of this Section 3.04 shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against survive any and all claims, injuries and damages to persons and/or property arising out termination of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on and the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this AgreementClosing.

Due Diligence. Buyer has paid Seller Bancorp, FFBC and Delta shall complete their due diligence review of the sum books, records and operations of $25.00, the receipt other parties within thirty days of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement this Agreement. If written notice of an objection is not received within a thirty (30) day period of the Due Diligence Perioddate of this Agreement, it will be assumed that the due diligence review has been completed to the satisfaction of the parties. Prior to ClosingNotwithstanding the foregoing, Buyer and Buyer’s representatives and agents FFBC shall have 45 days from the right date of execution of this Agreement to enter upon Property cause an independent environmental consultant of its choice to inspect and audit at Buyer’s FFBC's expense, the assets and at reasonable times, to inspect, survey, examine, real property of Delta and test the Property as Buyer may deem necessary as part of Buyer’s acquisition Subsidiary for the evaluation and determination of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against existence of any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters and all violations of concern environmental laws, as is commonly referred to Buyeras a Phase I environmental study (the "Environmental Audit"). Buyer shall have the right to If such Environmental Audit discovers any environmental condition that FFBC reasonably finds unacceptable within its sole discretion ("Environmental Condition"), FFBC may terminate this Agreement by delivering delivery of written notice to Seller at of termination on or before 11:59 p.m. Eastern time on the last day which is forty-five (45) days from the date of the Due Diligence PeriodAgreement, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transactionwhich notice shall identify such Environmental Condition. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party Delta shall have 45 days from the receipt of such notice of termination to undertake such actions as are necessary to the reasonable satisfaction of FFBC to cure such defects or conditions in which case such notice of termination shall be deemed withdrawn. FFBC shall furnish Delta with a copy of the results of such Environmental Audit within three (3) business days of receipt of such report. The result of such Environmental Audit shall not be disclosed to any further obligations third party without the prior written consent of the Parties. Further, FFBC may contract with an independent firm at its own expense to conduct structural, engineering and mechanical inspections of the premises and Leasehold improvements related to Delta's office building within 30 days from the signing of the Agreement. Delta shall provide reasonable access to the property and leasehold improvements during these time periods. The inspection may include, but not be limited to, areas of heating, air conditioning, plumbing, roof, electric, basement, well, septic, insulation, radon, termite, structure of the premises, banking equipment and related matters. Delta shall also allow samples to be taken of the contents of the building and the surrounding property, including test borings, to determine the presence of underground storage tanks and or liability under this Agreement except as expressly provided in this ground/water contamination. Should the inspection report be reasonably unacceptable to FFBC and Delta is unable to cure within 30 days, FFBC within its sole discretion, may void the Agreement. Time periods of the inspection may be expanded for a reasonable period of time pending delivery of laboratory results.

Due Diligence. Buyer has paid Seller the sum (a) For a period of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) 30 days after the Effective Date, Seller shall deliver to Buyer Date (the “Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence MaterialsPeriod”), Buyer and Seller his agents and representatives shall agree in writing (be entitled to conduct an inspection of the Premises, which may include, but shall not be via e-maillimited to, the rights to (1) as enter on the Premises to such date of completion of deliveryperform inspections and tests, which shall be the date of commencement including, but not limited to, inspection, evaluation and testing of the Due Diligence Periodheating, ventilation and air-conditioning systems and all components thereof, the roof of the building, the parking lots, all structural and mechanical systems within the building, including, but not limited to, sprinkler systems, power lines and panels and plumbing; and (2) make investigations with regard to zoning, environmental, building code and other legal requirements, including, but not limited to, an environmental assessment. Prior to ClosingIf Buyer, Buyer in his sole and absolute discretion, determines that the results of any inspection, test or examination do not meet Buyer’s representatives and agents shall have criteria for purchase or operating of the right Premises in the manner contemplated by Buyer, or if Buyer, in his sole discretion, otherwise determines that the Premises is unsatisfactory to enter upon Property at Buyer’s expensehim, and at reasonable times, to inspect, survey, examine, and test the Property as then Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering written notice to Seller at or before 11:59 p.m. Eastern time on Seller, given not later than the last day of the Due Diligence Period. Upon such termination, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money money shall be returned to BuyerBuyer and, and except as otherwise provided in this Section, neither party of the Parties shall have any further obligations or liability to the other hereunder. In the event Buyer fails to notify Seller of his intent to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer’s right to terminate this Agreement shall be waived and become null and void. (b) All inspections, investigations, tests and appraisals required by Buyer under this Agreement except as Section shall be at Buyer’s expense unless otherwise expressly provided in this Agreement. (c) Neither Buyer, nor any of its agents or representatives, shall damage the Premises or any portion thereof, except for any immaterial damage caused by environmental and other tests, all of which shall promptly be repaired by Buyer at Buyer’s sole cost and expense. Buyer agrees to indemnify and defend Seller and hold Seller harmless from any and all claims, demands, actions, lawsuits, damages and costs, including reasonable attorneys’ fees, arising out of any act or omission of Buyer, or its agents and/or representatives, in connection with Buyer’s due diligence review. The foregoing obligation shall survive the closing of this transaction and any termination of this Agreement. (d) The physical condition of the Premises shall be substantially the same on the date of possession, as it exists as of the Effective Date of this Agreement, reasonable wear and tear excepted. Buyer shall have the right to inspect the Premises during the 48-hour period immediately prior to possession and closing.

Due Diligence. Buyer (i) Optionor shall cause Optionor’s officers, employees, agents, independent accountants and advisors to furnish to Optionee and all agents, contractors, consultants, representatives and other persons designated by Optionee, at reasonable times and places, all information in their possession concerning the Property as may be requested, and give such persons access to all of the books, records, contracts and other documents of or pertaining to Optionor and the Property that Optionor or its officers, employees, agents, independent accountants or advisors have in their custody. Optionor shall provide Optionee with its reasonable cooperation with Optionee’s efforts to obtain all appropriate or relevant information concerning the Property. (ii) Optionor shall use commercially reasonable efforts to obtain, prior to the Due Diligence Date, reliance letters from any third party consultants who have prepared environmental, geotechnical, building condition or other reports in favour of Optionor, or any affiliate of Optionor in connection with the Property, which reliance letters shall entitle Optionee and its lenders to rely upon such reports as if they were original addressees thereof. Optionor confirms that it has paid Seller no objection to Optionee retaining such consultants or any of them to provide supplemental reports addressed to Optionee updating their original reports. Optionee shall be responsible to pay any fee charged by any such third party consultant or consultants in respect of any such supplemental reports. (iii) Optionee and its representatives shall have until 11:59 p.m. on the sum fifteenth (15th) day following delivery of $25.00, the receipt Option exercise notice from Optionee to Optionor (the “Due Diligence Date”) to review the Due Diligence Documents and to satisfy itself as to all aspects of which is hereby acknowledged by Seller, as option money for Buyer having the right Property. Optionee and its authorized representatives shall have access to terminate this Agreement the Property during the Due Diligence Period. Within ten (10) days after Period for the Effective Date, Seller shall deliver purposes of physical inspections thereof and to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition carry out prudent inspections of the Property, including, without limitation, (a) the improvements on the Property, and all systems servicing any improvement located on the Property; and (b) the surface and subsurface (including groundwater) of the Property by means of such soil tests, boreholes, test pits and other excavation as Optionee deems prudent. Seller shall allow Buyer All examinations and its representatives and agents access to, or shall provide documents for review, whichever inspections of the case may be, Property will be conducted in such manner so as not to unreasonably interfere with respect the Property. Optionee will repair any physical damage caused to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct by its acts or omissions or the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to acts or omissions of persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or conducting due diligence on its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreementbehalf.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s 's representatives and agents shall have the right to enter upon Property at Buyer’s 's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s 's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the ▇E▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Due Diligence. Buyer has paid Seller Prior to exercising the sum Option, Purchaser shall have inspected the Premises and determined its suitability for the Project, including a comprehensive environmental assessment and the satisfaction of $25.00, the receipt of which is hereby acknowledged by Seller, certain other conditions as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as required by Purchaser, to such date of completion of delivery, which shall be allow for the date of commencement rehabilitation of the Due Diligence Colonel Ledyard School consisting of approximately 12-20 single bedroom units as a phase I development and a multifamily development containing approximately 50-80 apartment units as a phase II development on the Premises. During the Option Period. Prior to Closing, Buyer and Buyer’s representatives and agents Purchaser shall have the right to enter upon Property at Buyer’s expenseonto the Premises and to conduct such inspections, analyses, investigations and at reasonable timestests and other due diligence related to the Premises as Purchaser deems necessary or appropriate. Said inspections may include, to inspectbut are not limited to, zoning, land use, structural, building and mechanical systems inspections, environmental and health conditions, survey, examineengineering and other studies, tests and test the Property as Buyer may deem necessary as part of Buyer’s acquisition analyses of the PropertyPremises, including soils and topographic, digging of test holes, environmental site assessment and sampling, flood plain and inland wetlands delineations and other investigations, provided, however, that for any invasive environmental or building material sampling or other invasive testing or analysis, Purchaser must submit a proposed scope of work for Seller’s approval, which consent will not be unreasonably withheld, conditioned, delayed, or denied. It is understood and agreed that this Option has been granted to Purchaser, in part, to afford Purchaser the necessary time, during the Option Period, to seek all municipal approvals (including but not limited to zoning and site plan approvals and if applicable, inland wetland approvals) and other applicable governmental approvals required for Purchaser’s proposed development of the Premises, which development shall be subject to Section 3(b) hereof and subject to any restrictions which may apply as a result the Premises being located within the City of Groton. Seller agrees that during the Option Period, Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect (at no cost to the Property at all reasonable times and shall Seller) cooperate with BuyerPurchaser in Purchaser’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendorsobtain such approvals, staff and other parties who have experience with the Propertyincluding Seller’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against cooperation as a co-applicant on any and all claims, injuries and damages to persons zone change and/or property arising out of or resulting from the exercise of Buyer’s inspection rightsland use applications; provided, however, Buyer’s indemnity obligations any such approvals and cooperation shall not extend be subject to Section 3 of this Agreement, and provided further, with regard to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property approvals that may be discovered by Buyer as required of any council, authority, department, commission or other decision maker within the result Town of its investigationsGroton, Purchaser acknowledges and agrees that nothing in this Agreement shall be construed to impact, override, usurp the role and/or to otherwise affect the discretion, duties or powers or independent decision making authority of any such council, authority, department, commission or other decision maker within the Town of Groton. During the Due Diligence PeriodPurchaser will provide Seller with copies of all due diligence reports including, Buyer may evaluate the Propertybut not limited to, the feasibility transfer of any wetland or other permits received related to the Premises if the option is not exercised and/or if the sale contemplated herein is not consummated after exercise of the transaction, the availability and cost of financingOption. Seller shall not be obligated to expend any money in connection with Purchaser’s rights under this section 2.1, and any other matters of concern to Buyer. Buyer Purchaser shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, be responsible for any reason or no reason, that it is not desirable to proceed all costs in connection with the transaction. In such eventmaking of any applications for approvals, Holder shall promptly refund the ▇▇▇▇▇▇▇ Money permits or consents pursuant to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.