Common use of Feasibility Study Clause in Contracts

Feasibility Study. (i) The Purchaser shall have a period of thirty (30) days from the Execution Date ("Feasibility Period") in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser shall have the right to enter upon the premises for the purpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.

Feasibility Study. (i) The Purchaser shall have a period of thirty (30) days from the Execution Date ("Feasibility Period") in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser shall have the right to enter upon the premises for the purpose of making, conduct at its sole cost and expenseexpense a feasibility study of the Real Property (the "Feasibility Study"), which study may include but shall not be limited to, (i) reviewing and approving the various testsPhase I Report and all Property Documents required to be provided to Purchaser by Seller, studies and (ii) conducting such engineering and soils studies, environmental assessments, utilities investigations, authorized herein. Additionallywetlands investigations, the if applicable, surveys and regulatory reviews, as Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned deems appropriate to the premises or development of an assisted living facility consisting of at least one hundred (100) units consistent with the Seller resulting from development plans of Purchaser (the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. "Facility"). Within One Hundred Eighty (iv180) The Purchaser agrees to restore the premises promptly days following the completion mutual execution of this Agreement (the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency"Feasibility Period"), Purchaser shall advise Sellerhave approved or disapproved the results of said Feasibility Study. In the event Purchaser disapproves the Feasibility Study, or if Purchaser fails to timely notify Seller of Purchaser's approval or disapproval regarding the Feasibility Study (in writingwhich event Purchaser shall be conclusively deemed to have disapproved such Feasibility Study), by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction Agreement, which right shall be exercised, if at all, within five (5) business days after the last day of the contingency or Feasibility Period. Upon such termination, Purchaser shall have satisfied be entitled to the contingency whether or not Purchaser (a) has satisfied return of its Initial Earnest Money Deposit and the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇parties sh▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised e no further rights or obligations hereunder. Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification hereby grants to Purchaser that this Agreement has been terminated and/or its agents, consultants and contractors the right to enter the Real Property for non-satisfaction the purpose of contingencyperforming such tests, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction studies, assessments and investigations as Purchaser determines necessary in connection with its Feasibility Study of contingencythe Real Property; provided, or (iii) Purchaser's notification to Seller however, that the contingency has been satisfied activities conducted by Purchaser and/or any of its agents, consultants or waived. It is the intention of this paragraph to provide that this Agreement contractors shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised materially change or alter the other party as to the status character of the matterReal Property. Seller further agrees to fully cooperate with Purchaser concerning the components of the Feasibility Study.

Feasibility Study. (ia) The Purchaser shall have a period of thirty Within ten (3010) days from after the Execution Date Opening of Escrow, Seller shall use reasonable efforts to provide Buyer with copies of any permits, reports ("Feasibility Period") in which to make such zoningincluding, legalwithout limitation, titleany environmental assessment reports previously prepared for Seller), engineeringsurveys, soil, environmental, geological and other technical studies, testssoil assessments, investigations agreements, documents, plans, maps and inquiries as shall deem necessary entitlements in Seller’s possession concerning the Property and appropriateits improvement, all at development and ownership (collectively, the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use“Property Documents”). (iib) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of During the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser Buyer shall have the right to enter upon review, in Buyer’s reasonable discretion, the premises for Feasibility Matters. Seller shall reasonably cooperate with Buyer in any and all investigations during the purpose of makingFeasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at its sole cost and expenseBuyer’s cost, any information or knowledge they have concerning the various testsProperty with Buyer. During the Feasibility Period, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser Buyer shall have the right to terminate this Agreement for non-satisfaction deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the contingency or Feasibility Matters and shall have satisfied be deemed to be a waiver of Buyer’s right to terminate the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating Escrow pursuant to this Agreement for non-satisfactionprovision. If Buyer disapproves any Feasibility Matters by setting forth such date Purchaser has not so advised disapproval in the Feasibility Notice to Seller, then at any time commencing on the next day thereafter, Seller shall have sixty (60) days from receipt of the right Feasibility Notice to cure, to Buyer’s reasonable discretion, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a physical defect in the Property if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata. If Buyer determines that Seller has failed to timely and reasonably cure any disapproved Feasibility Matter, then Buyer may terminate this Agreement Escrow by providing written notice to Purchaser thereofSeller and Escrow Holder. Buyer shall provide such written notice of termination within ten (10) days of the expiration of Seller’s cure period. If neither Seller nor Purchaser has terminated Buyer elects to terminate Escrow in accordance with the provisions of this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason Section 6.2(b), then, upon receipt of non-satisfaction Buyer’s written notice of a contingencyelection to terminate Escrow, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Escrow Holder shall pay the Initial and Additional Deposit to Buyer without any additional instructions from Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingencyEscrow Holder shall immediately return all other documents, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless instruments and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as moneys to the status of the matter.Party that deposited same, and

Feasibility Study. 4.1 As soon as reasonably practicable following the development of the Technology in accordance with clause 3, KNL shall use reasonable endeavours, at its own expense, to prepare and carry out the Feasibility Study for consideration by the board of directors of KNL (ithe “KNL Board”). 4.2 Lifezone agrees to provide all reasonable support (as part of the Services) as is reasonably requested by KNL to assist KNL in the preparation and execution of the Feasibility Study. 4.3 The Purchaser Feasibility Study shall have include (without limitation) a period detailed study of thirty the throughput of flotation concentrate, together with the percentage recovery of Copper, Nickel and Cobalt using (30among other things) days from the Execution Date ("Feasibility Period") in which Technology, the capital and operating costs and all other factors relevant to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all determining the feasibility of the use of the Technology at the Purchaser's sole cost and expense, in order to determine whether Site and/or a Relevant Site as part of the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's useKabanga Project. 4.4 Once prepared, the KNL Board shall consider the results of the Feasibility Study and (iiacting reasonably and in good faith) In shall determine (a) if the event that Feasibility Study is acceptable and if the Purchaser determinesFeasibility Study recommends the use of the Technology at the Site and/or the Relevant Sites; and (b) if the Kabanga Project shall continue to the next stage (being the financing and construction of the Site and/or the Relevant Sites) with the inclusion and use of the Technology. On positively determining the matters in limbs (a) and (b) of this clause 4.4, that KNL shall promptly notify Lifezone in writing (including specifying the date of its determination, being the (“Commitment Date”)). 4.5 If the KNL Board does not positively determine (acting reasonably and in good faith) the matters in limbs (a) and/or (b) of clause 4.4 as a result of Defects in the testsTechnology (whether or not this is the sole cause), studies the Parties shall discuss and investigations, that it is unwilling to proceed with the acquisition agree any remedial works in respect of the premises because the premises is not suitable for Purchaser's purposesTechnology, the Purchaser Kabanga Project and/or the Site or Relevant Site(s). Lifezone shall have carry out all agreed works in respect of the right, upon written notice Technology (including any mutually agreed modifications to the Seller delivered on or before the 30th day Technology) as reasonably required. KNL shall carry out all agreed remedial works in respect of the Feasibility Period, to cancel this Agreement in which event Kabanga Project and/or the Deposit heretofore paid by Site or Relevant Site(s) as reasonably required. To the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereofextent applicable, the Purchaser Feasibility Study shall have the right to enter upon the premises for the purpose of makingthen be updated, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Parties shall repeat clauses 4.1 to 4.4 (inclusive) until either the KNL Board has positively determined (acting reasonably and in good faith) that the matters in limbs (a) and (b) of clause 4.4 have been met or this Agreement is terminated (whichever is the earlier). 4.6 If the KNL Board negatively determines (acting reasonably and in accordance with good faith) the terms hereofmatters in limbs (a) and (b) of clause 4.4 at any time after the first (1st) anniversary of the date that the KNL Board first considered the Feasibility Study pursuant to clause 4.4, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability then either Party may terminate this Agreement immediately on providing written Notice to the other hereunderParty." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.

Feasibility Study. (ia) The Purchaser shall have a period of thirty Within ten (3010) days from after the Execution Date Opening of Escrow, Seller shall use reasonable efforts to provide Buyer with copies of any permits, reports ("Feasibility Period") in which to make such zoningincluding, legalwithout limitation, titleany environmental assessment reports previously prepared for Seller), engineeringsurveys, soil, environmental, geological and other technical studies, testssoil assessments, investigations agreements, documents, plans, maps, and inquiries as shall deem necessary entitlements in Seller’s possession concerning Parcel A and appropriateits improvement, all at development, and ownership (collectively, the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use“Property Documents”). (iib) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of During the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser Buyer shall have the right to enter upon review, in Buyer’s reasonable discretion, the premises for Feasibility Matters. Seller shall reasonably cooperate with Buyer in any and all investigations during the purpose of makingFeasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at its sole cost and expenseBuyer’s cost, any information or knowledge they have concerning Parcel A with Buyer. During the various testsFeasibility Period, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser Buyer shall have the right to terminate this Agreement for non-satisfaction deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the contingency or Feasibility Matters and shall have satisfied be deemed to be a waiver of Buyer’s right to terminate the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating Escrow pursuant to this Agreement for non-satisfactionprovision. If Buyer disapproves any Feasibility Matters by setting forth such date Purchaser has not so advised disapproval in the Feasibility Notice to Seller, then at any time commencing on the next day thereafter, Seller shall have sixty (60) days from receipt of the right Feasibility Notice to terminate this Agreement by written notice cure, to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingencyBuyer’s reasonable discretion, nor Purchaser has advised Seller that such contingency has been satisfiedthe disapproved Feasibility Matter; provided, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingencyhowever, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency Parties shall extend Seller’s deadline for curing a physical defect in Parcel A if the cure will reasonably take more than sixty (60) days to cure and Seller has been satisfied or waived. It commenced and is diligently pursuing such cure, in which event the intention of this paragraph to provide that this Agreement Feasibility Date shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.extended pro

Feasibility Study. (a) During the Feasibility Period, Buyer shall have the right to review and approve, in Buyer’s sole and absolute discretion, the Title Commitments, the Due Diligence Information, the Surveys, and any other information disclosed to, or discovered by, Buyer regarding, or in any way relating to, the Real Properties, Seller Parties or the transactions contemplated herein (collectively, the “Feasibility Matters”). By way of example but not of limitation, Feasibility Matters may include any of the following, as determined by Buyer in its sole and absolute discretion: environmental issues, title issues, zoning issues or survey issues regarding any Real Property; concerns regarding the physical location or condition of any Real Property, and the sales volume of any Real Property as it relates to its immediate market trade area. (b) In the event that, before the end of the Feasibility Period, Buyer delivers (or is deemed to have delivered, as provided below) to Seller Parties written notice (the “Feasibility Termination Notice”) that Buyer disapproves the Feasibility Matters as to all Real Properties and elects to terminate this Agreement, then (i) The Purchaser this Agreement and Escrow shall have a period of thirty terminate, and (30ii) days from Escrow Holder shall immediately return all other documents and instruments to the Execution Date ("Feasibility Period") in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's useParty that deposited same. (c) In the event that, at least three (3) Business Days before the end of the Feasibility Period, Buyer delivers to Parent written notice (the “Feasibility Exclusion Notice”) that Buyer disapproves the Feasibility Matters as to some but not all Real Properties and elects to exclude certain Real Properties from this Agreement (which Real Properties shall be specifically referenced in the Feasibility Exclusion Notice and are referred to herein collectively as the “Excluded Real Properties”), then (i) any reference to the “Real Properties” or any “Real Property” contained herein or in any other Transaction Document shall be deemed to exclude the Excluded Real Properties, (ii) this Agreement (including without limitation any Exhibits or Schedules attached hereto) shall be deemed amended to delete any specific reference to any Excluded Real Property, and (iii) the Purchase Price shall be reduced in an amount mutually determined by Seller Parties and Buyer. At the request of either Party, the Parties shall enter into one or more separate written documents evidencing the amendments described in the immediately preceding sentence. (d) Notwithstanding anything contained in clause (c), in the event that Buyer delivers to Parent a Feasibility Exclusion Notice that excludes more than three (3) Real Properties from this Agreement, then Parent may deliver written notice to Buyer at least one Business Day prior to the Closing Date terminating this Agreement, in which event (i) this Agreement and Escrow shall terminate, and (ii) Escrow Holder shall immediately return all other documents and instruments to the Party that deposited same. If Seller fails to deliver, at least one (1) Business Day prior to the Closing Date any such notice to Buyer after delivery of a Feasibility Exclusion Notice to Parent, Parent shall be deemed to have waived any right to terminate the Agreement pursuant to this clause (d). (e) In the event that the Purchaser determines, that as Buyer does not deliver a result of the tests, studies and investigations, that it is unwilling Feasibility Termination Notice or a Feasibility Exclusion Notice to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered Parent on or before the 30th day end of the Feasibility Period, and also fails to cancel this Agreement in which event deliver to Parent a written notice approving the Deposit heretofore paid by Feasibility Matters on or before the Purchaser end of the Feasibility Period, then Buyer shall be returned and there shall be no further liability or obligation on deemed to have delivered the part Feasibility Termination Notice to Seller as of either party heretothe expiration of the Feasibility Period. (iiif) From and after Seller Parties agree that Buyer may disapprove the date hereofFeasibility Matters (whether in connection with a Feasibility Termination Notice or a Feasibility Exclusion Notice) for any reason or no reason, the Purchaser shall have the right to enter upon the premises for the purpose of making, at in its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licenseesabsolute discretion. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matter.

Feasibility Study. (ia) The Purchaser shall have a period of thirty Within ten (3010) days from after the Execution Date Opening of Escrow, Seller shall provide Buyer with copies of any permits, reports ("Feasibility Period") in which to make such zoningincluding, legalwithout limitation, titleany environmental assessment reports previously prepared for Seller), engineeringsurveys, soil, environmental, geological and other technical studies, testssoil assessments, investigations agreements, documents, plans, maps, and inquiries as shall deem necessary entitlements in Seller’s possession concerning Parcel B and appropriateits improvement, all at development, and ownership (collectively, the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use“Property Documents”). (iib) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of During the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser Buyer shall have the right to enter upon the premises for the purpose of makingreview, at its sole cost and expensein Buyer’s reasonable discretion, the various tests, studies and investigations, authorized hereinFeasibility Matters. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully reasonably cooperate with Purchaser Buyer in any and execute all applicationsinvestigations during the Feasibility Period and Seller shall use its reasonable efforts to cause its engineers, confirmations architects, surveyors, and other documents necessary advisors and consultants, if any, to permit Purchaser to satisfy contingenciesshare any information or knowledge they have concerning Parcel B with Buyer. In connection with any contingencyDuring the Feasibility Period, Purchaser shall advise Seller, in writing, by the date when Purchaser Buyer shall have the right to terminate this Agreement for non-satisfaction deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the contingency or Feasibility Matters and shall have satisfied be deemed to be a waiver of Buyer’s right to terminate the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating Escrow pursuant to this Agreement for non-satisfactionSection 5.1(b). If Buyer disapproves any Feasibility Matters by setting forth such date Purchaser has not so advised disapproval in the Feasibility Notice to Seller, then at any time commencing on the next day thereafter, Seller shall have sixty (60) days from receipt of the right Feasibility Notice to cure, to Buyer’s reasonable satisfaction, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a physical defect in Parcel B if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata. If Buyer determines that Seller has failed to timely and reasonably cure any disapproved Feasibility Matter, then Buyer may terminate this Agreement Escrow by providing written notice to Purchaser thereofSeller and Escrow Holder. Buyer shall provide such written notice of termination within ten (10) days of the expiration of Seller’s cure period. If neither Seller nor Purchaser has terminated Buyer elects to terminate Escrow in accordance with the provisions of this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason Section 5.1(b), then, upon receipt of non-satisfaction Buyer’s written notice of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of election to terminate Escrow, (i) Escrow Holder shall pay the Initial Deposit to Buyer (less the Non- Refundable Deposit) without any additional instructions from Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification Escrow Holder shall pay the Non-Refundable Deposit to Seller that this Agreement has been terminated for non-satisfaction of contingencywithout any additional instructions from Buyer, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement Escrow Holder shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless immediately return all other documents, instruments and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as moneys to the status of the matter.Party that deposited same, and

Feasibility Study. (ia) The Purchaser Within ten (10) days after the Opening of Escrow, Seller shall provide Buyer with copies of any permits, reports (including, without limitation, any environmental assessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and entitlements in Seller’s possession concerning Parcel B and its improvement, development, and ownership (collectively, the “Property Documents”). (b) During the Feasibility Period, Buyer shall have the right to review, in ▇▇▇▇▇’s reasonable discretion, the Feasibility Matters. Seller shall reasonably cooperate with Buyer in any and all investigations during the Feasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at Buyer’s cost, any information or knowledge they have concerning Parcel B with Buyer. During the Feasibility Period, Buyer shall have the right to deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the Feasibility Matters (not including any matters to be approved by Buyer pursuant to Section 6.4) and shall be deemed to be a period waiver of Buyer’s right to terminate the Escrow pursuant to this Section 6.1(b). If Buyer disapproves any Feasibility Matters by setting forth such disapproval in the Feasibility Notice to Seller, Seller shall have sixty (60) days from receipt of the Feasibility Notice to cure, to Buyer’s reasonable satisfaction, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a physical defect in Parcel B if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended pro rata and Seller shall deliver written notice to Buyer of the extension of the Feasibility Date, which written notice shall also reasonably detail the steps Seller is taking to cure the Feasibility Matter. Buyer shall not be required to deliver the Feasibility Deposit to Escrow Holder until the date that is two (2) business days after all disapproved Feasability Matters are cured to Buyer’s reasonable satisfaction. If Buyer determines that Seller has failed to timely and reasonably cure any disapproved Feasibility Matter, then Buyer may terminate Escrow by providing written notice to Seller and Escrow Holder. Buyer shall provide such written notice of termination within thirty (30) days from the Execution Date ("Feasibility Period") in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use. (ii) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition expiration of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser shall have the right to enter upon the premises for the purpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereonSeller’s cure period. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated Buyer elects to terminate Escrow in accordance with the terms hereofprovisions of this Section 6.1(b), the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit then, upon receipt of the satisfaction Buyer’s written notice of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right election to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingencyEscrow, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Escrow Holder shall pay the Initial Deposit to Buyer (less the Non-Refundable Deposit) without any additional instructions from Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification Escrow Holder shall pay the Non-Refundable Deposit to Seller that this Agreement has been terminated for non-satisfaction of contingencywithout any additional instructions from Buyer, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement Escrow Holder shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless immediately return all other documents, instruments and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as moneys to the status of the matter.Party that deposited same, and

Feasibility Study. (ia) The Purchaser shall have a period of thirty Within ten (3010) days from after the Execution Date Opening of Escrow, Seller shall use reasonable efforts to provide Buyer with copies of all permits, reports ("Feasibility Period") including, without limitation, any environmental assessment reports previously prepared for Seller), surveys, studies, soil assessments, agreements, documents, plans, maps, and entitlements in which to make such zoningSeller’s possession or the possession of Seller’s engineers, legalarchitects, titlesurveyors, engineering, soil, environmental, geological and other technical studiesadvisors and consultants concerning Parcel C and its improvement, testsdevelopment, investigations and inquiries as shall deem necessary and appropriateownership (collectively, all at the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use“Property Documents”). (iib) In the event that the Purchaser determines, that as a result of the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon written notice to the Seller delivered on or before the 30th day of During the Feasibility Period, to cancel this Agreement in which event the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser Buyer shall have the right to enter upon review, in Buyer’s reasonable discretion, the premises for Feasibility Matters. Seller shall reasonably cooperate with Buyer in any and all investigations during the purpose of makingFeasibility Period and Seller shall use its reasonable efforts to cause its engineers, architects, surveyors, and other advisors and consultants, if any, to share, at its sole cost and expenseBuyer’s cost, all information or knowledge they have concerning Parcel C with Buyer. During the various testsFeasibility Period, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access of the Purchaser's representative as well as by its contractors, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser Buyer shall have the right to terminate this Agreement for non-satisfaction deliver to Seller and Escrow Holder the Feasibility Notice. Failure by Buyer to give the Feasibility Notice by the Feasibility Date shall be deemed Buyer’s approval of the contingency or Feasibility Matters and shall have satisfied be deemed to be a waiver of Buyer’s right to terminate the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating Escrow pursuant to this Agreement for non-satisfactionprovision. If Buyer disapproves any Feasibility Matters by setting forth such date Purchaser has not so advised disapproval in the Feasibility Notice to Seller, then at any time commencing on the next day thereafter, Seller shall have sixty (60) days from receipt of the right Feasibility Notice to cure, to Buyer’s reasonable satisfaction, the disapproved Feasibility Matter; provided, however, that the Parties shall extend Seller’s deadline for curing a legal or physical defect in Parcel C if the cure will reasonably take more than sixty (60) days to cure and Seller has commenced and is diligently pursuing such cure, in which event the Feasibility Date shall be extended until not less than ten (10) days after Seller provides Buyer written notice that the cure has been completed and Buyer has had an opportunity to verify the cure. If Buyer determines that Seller has failed to timely and reasonably cure any disapproved Feasibility Matter, then Buyer may (i) terminate this Agreement Escrow by providing written notice to Purchaser thereofSeller and Escrow Holder, or (ii) undertake to cure the defect and deduct the cost of cure from the amount due at Closing, provided that Buyer has obtained Seller’s prior written consent to a reasonable cap on such costs. Buyer shall provide written notice of termination or desire to undertake to cure the defect within ten (10) days of the expiration of Seller’s cure period. If neither Seller nor Purchaser has terminated Buyer elects to terminate Escrow in accordance with the provisions of this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason Section 6.1(b), then, upon receipt of non-satisfaction Buyer’s written notice of a contingencyelection to terminate Escrow, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Escrow Holder shall pay the Initial Deposit to Buyer without any additional instructions from Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification Escrow Holder shall immediately return all other documents, instruments and moneys to Seller the Party that this Agreement has been terminated for non-satisfaction of contingencydeposited same, or and (iii) Purchaser's notification to Seller that Escrow shall terminate. (c) The Parties shall copy Escrow Holder on all notices under this Section 6.1, and clearly indicate on all notices the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matternotice, the subject matter of the notice and the applicable Section reference (e.g., “Buyer’s Feasibility Notice, pursuant to PSA Section 6.1(b)”).

Feasibility Study. Purchaser shall conduct at its sole cost and expense an intensive feasibility study of the Real Property (the "Feasibility Study"), which study shall include but not be limited to, (i) The reviewing and approving the results of any environmental assessment report which Purchaser may elect to obtain, and all Property Documents required to be provided to Purchaser by Seller, (ii) conducting such engineering and soils studies, utilities investigations, wetlands investigations, if applicable, ALTA surveys and regulatory reviews, as Purchaser deems appropriate to the development of an assisted living facility consistent with the developments plans of Purchaser (the "Facility") and (iii) procuring approval for a Certificate of Need ("CON") for the Real Property in order to permit the construction and operation of the Facility, subject to only such conditions as shall be satisfactory to Purchaser. Within ninety (90) days following the mutual execution of this Agreement (the "Feasibility Period"), Purchaser shall have a period approved or disapproved the results of said Feasibility Study. Notwithstanding the foregoing, if, despite Purchaser's good faith efforts, Purchaser is unable to secure final and non-appealable approval for the issuance of the CON within said ninety (90) day period, the Feasibility Period may be extended for up to three (3) consecutive periods of thirty (30) days from the Execution Date ("Feasibility Period") in which to make such zoning, legal, title, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at the Purchaser's sole cost and expense, each in order to determine whether permit Purchaser the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's use. (ii) In necessary time to procure said CON approval. If at the event that the Purchaser determines, that as a result end of the teststhird such thirty (30) day extension, studies and investigations, Purchaser determines that it is unwilling shall need additional time in order to proceed with obtain said final approval for the acquisition of CON, Purchaser shall be permitted to further extend the premises because the premises is not suitable Feasibility Period as Purchaser determines reasonably necessary provided that, for Purchaser's purposeseach additional thirty (30) day extension, the Purchaser purchase price payable hereunder shall have the right, upon written notice be increased by an amount equal to the Seller delivered on or before the 30th day Five Hundred Dollars ($500.00). Any extension of the Feasibility Period, as permitted hereunder, shall exercisable by written notice sent to cancel this Agreement in which event Seller on or before the Deposit heretofore paid by then current date for the expiration of the Feasibility Period. Seller agrees to grant to Purchaser shall be returned and/or its agents, consultants and there shall be no further liability or obligation on the part of either party hereto. (iii) From and after the date hereof, the Purchaser shall have contractors the right to enter upon the premises Real Property for the purpose of making, at its sole cost and expense, the various performing such tests, studies and investigations, authorized herein. Additionally, the investigations as Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises or the Seller resulting from the conduct or access determines necessary in connection with its Feasibility Study of the Purchaser's representative as well as Real Property; provided, however, that the activities conducted by Purchaser and/or any of its contractorsagents, subcontractors, business invitees and/or licensees. (iv) The Purchaser agrees to restore consultants or contractors shall not materially change or alter the premises promptly following the completion character of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereonReal Property. If the contingencies set forth in this Paragraph 7 are not satisfied within the applicable contingency period and the Agreement is terminated in accordance with the terms hereof, the Escrow Agent shall refund the Deposit to Purchaser and neither party shall have any Seller further liability to the other hereunder." Purchaser agrees to use reasonable diligence and act in good faith in pursuit of the satisfaction of all contingencies. In connection with the satisfaction of contingencies, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by concerning the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction components of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfied, then the time period within which such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingency, or (iii) Purchaser's notification to Seller that the contingency has been satisfied or waived. It is the intention of this paragraph to provide that this Agreement shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless and until Seller and/or Purchaser, as applicable, shall have affirmatively advised the other party as to the status of the matterFeasibility Study.

Feasibility Study. (i) The Purchaser Promptly following the Effective Date, the parties shall have meet and discuss in good faith the development and implementation of a period study pursuant to which Targeted Genetics shall evaluate the use of thirty the GenVec Materials, GenVec SOPs, GenVec Procedures and GenVec Specifications for production of Bulk Drug Substance in accordance with this Agreement (30) days from “Feasibility Study”). Exhibit C sets forth the Execution Date ("Feasibility Period") in Criteria and Parameters upon which to make such zoningassess the results of the Feasibility Study, legaland Targeted Genetics shall as soon thereafter as possible, titleProcess a Batch against which to test the Criteria and Parameters (“Feasibility Batch”). Targeted Genetics shall complete and provide to GenVec a written report of the performance of the Feasibility Batch (in relation to the Criteria and any relevant information regarding the Batch production that could affect or impact the pass/fail of the Parameters) and a sample of the Feasibility Batch as soon as possible, engineering, soil, environmental, geological and other technical studies, tests, investigations and inquiries as shall deem necessary and appropriate, all at but in no event later than three (3) months following the Purchaser's sole cost and expense, in order to determine whether the premises is SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-6 -------------------------------------------------------------------------------- suitable for Purchaser's useEffective Date. (ii) Upon receiving the written report and Feasibility Batch in accordance with Section 2.1(a)(i), GenVec shall thereafter generate data to evaluate the performance of the Feasibility Study, and the parties shall in good faith, within the later of [*] after GenVec receives a written report of the performance of the Feasibility Batch or [*] after GenVec receives a sample of the Feasibility Batch, unless the parties agree that more time is necessary, [*] a determination as to whether the Criteria and Parameters after making a determination as to whether the Criteria and Parameters are satisfied, and [*]. In the event that the Purchaser determinesparties determine that the Criteria and Parameters are satisfied, that as a result of GenVec [*] “Accept” the tests, studies and investigations, that it is unwilling to proceed with the acquisition of the premises because the premises is not suitable for Purchaser's purposes, the Purchaser shall have the right, upon Batch by providing written notice of acceptance [*] after making a determination as to whether the Seller delivered on or before Criteria and Parameters are satisfied, and [*] elect to have Targeted Genetics continue to perform the 30th day of the Feasibility PeriodServices set forth herein (“Project Continuation”), to cancel this Agreement in which event Targeted Genetics shall immediately continue with the Deposit heretofore paid by the Purchaser shall be returned and there shall be no further liability or obligation on the part performance of either party heretoServices as set forth herein [*]. (iii) From and after If the date hereofparties determine that the Criteria are not satisfied or based on review of any in process documentation that the Parameters are not satisfied due to Targeted Genetics’ failure to perform Processing in accordance with the Targeted Genetics SOP’s, the Purchaser shall have the right to enter upon the premises for the purpose of making, at its sole cost and expense, the various tests, studies and investigations, authorized herein. Additionally, the Purchaser agrees to indemnify, defend and hold harmless the Seller herein from and against any claims, damage or losses caused by the Purchaser's entry upon the premises. This indemnification and hold harmless agreement extends to any loss occasioned to the premises GenVec SOP’s or the Seller resulting from Procedures, then GenVec may [*] reject the conduct or access of the Purchaser's representative as well as by its contractorsFeasibility Batch [*] and terminate this Agreement, subcontractorseffective immediately, business invitees and/or licensees.in accordance with Section 10.2(d)(i). [*] (iv) The Purchaser agrees to restore the premises promptly following the completion of the tests herein permitted to the condition of said premises immediately prior to the Purchaser's entry thereon. If the contingencies set forth in this Paragraph 7 parties determine that the Criteria are not satisfied within but the applicable contingency period Parameters are not, and further determine that Targeted Genetics performed the Agreement is terminated Processing in accordance with the terms hereofTargeted Genetics SOP’s, the Escrow Agent GenVec SOP’s or the Procedures, then such Batch shall refund be deemed “Accepted” [*]. (v) If in assessing the Deposit results of a Feasibility Batch [*] pursuant to Purchaser and neither party shall have any further liability Sections 2.1(a)(ii)—(iv) the parties disagree as to whether the other hereunder." Purchaser agrees to use reasonable diligence and act Feasibility Batch [*] satisfied the Criteria or Parameters, or whether Targeted Genetics Processed the Batch in good faith in pursuit of the satisfaction of all contingencies. In connection accordance with the satisfaction of contingenciesTargeted Genetics SOP’s, Seller, without charge to Purchaser but without assuming any financial obligation, agrees to fully cooperate with Purchaser GenVec SOP’s and execute all applications, confirmations and other documents necessary to permit Purchaser to satisfy contingencies. In connection with any contingency, Purchaser shall advise Seller, in writing, by the date when Purchaser shall have the right to terminate this Agreement for non-satisfaction of the contingency or shall have satisfied the contingency whether or not Purchaser (a) has satisfied the contingency, or (b) is terminating this Agreement for non-satisfaction. If by such date Purchaser has not so advised Seller, then at any time commencing on the next day thereafter, Seller shall have the right to terminate this Agreement by written notice to Purchaser thereof. If neither Seller nor Purchaser has terminated this SALE OF ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Page-7 -------------------------------------------------------------------------------- Agreement by reason of non-satisfaction of a contingency, nor Purchaser has advised Seller that such contingency has been satisfiedProcedures, then the time period within dispute shall be escalated to the Executive Committee which shall review the any in-process documentation. If the Executive Committee cannot reach agreement as to whether such contingency can be satisfied shall continue until the earlier of (i) Seller's written notification to Purchaser that this Agreement has been terminated for non-satisfaction of contingency, (ii) Purchaser's written notification to Seller that this Agreement has been terminated for non-satisfaction of contingencyCriteria or Parameters were satisfied, or (iiiwhether Targeted Genetics Processed the Batch in accordance with the Targeted Genetics SOP’s, the GenVec SOP’s and the Procedures, then the parties shall retain an Independent Consultant to review the in-process documentation to determine and report on whether the Criteria and Parameters were satisfied, and/or whether failure of the Parameters was caused by Targeted Genetics’ failure to Process the Batch in accordance with the Targeted Genetics SOP’s, the GenVec SOP’s and the Procedures. The Independent Consultant shall be [*], or in the event that [*] is unable or unwilling to perform such analysis, or the parties otherwise agree, another equally qualified individual agreed upon in writing by GenVec and Targeted Genetics. The Feasibility Batch [*] shall be deemed “Accepted” pursuant to Section 2(a)(ii) Purchaser's notification to Seller if the Independent Consultant determines that the contingency has been Criteria and Parameters were satisfied, or pursuant to 2(a)(iv) if * Confidential treatment requested. the Independent Consultant determines that the Parameters were not satisfied, but that such failure was not caused by Targeted Genetics’ failure to Process the Batch in accordance with the Targeted Genetics SOP’s, the GenVec SOP’s and the Procedures [*]. If the Independent Consultant determines that the Criteria were not satisfied, or that the Parameters were not satisfied or waived. It is and that such failure was caused by Targeted Genetics’ failure to Process the intention of this paragraph to provide that this Agreement Batch in accordance with the Targeted Genetics SOP’s, the GenVec SOP’s and the Procedures, then the Feasibility Batch [*] shall not automatically terminate nor will any contingency be deemed automatically satisfied on any contingency period termination date unless “rejected” pursuant to Section 2(a)(iii). Payment to Independent Consultant shall be borne by GenVec if the Feasibility Batch [*] is deemed Accepted hereunder, and until Seller and/or Purchaser, as applicable, shall have affirmatively advised by Targeted Genetics in the other party as to the status of the matterevent such Batch is not deemed Accepted. (vi) [*]