Common use of Initial Deposit Clause in Contracts

Initial Deposit. Within five (5) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller.

Initial Deposit. Within five two (52) business days after the Effective Date (the “Deposit Date”), Buyer shall deliver to Escrow Holder deposit via wire transfer the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) in immediately available U.S. funds as a deposit (the “Initial Deposit. The Initial Deposit shall be deposited by ”) with Escrow Holder in an interest-bearing account at a federally insured institution Agent whose address is as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined indicated in Section 3.110.3, below. Concurrently with If Buyer fails to make the expiration Initial Deposit on or before 5:00 p.m. Pacific Time on the Deposit Date, then this Agreement shall terminate and shall be of no further force and effect and the parties shall have no further obligations to one another except to the extent expressly stated otherwise herein. Unless Buyer delivers written notice to Seller and Escrow Agent on or before 5:00 p.m. Pacific Time on the fifth (5th) day after the delivery of all of the Deliverable Due Diligence Items as set forth in Section 3.2.1 hereof (the “Property Approval Initial Due Diligence Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below”) that it is terminating this Agreement, the Initial Deposit shall become be deemed fully earned and non-refundable except as otherwise provided specifically set forth herein and except if Seller fails to obtain Corporate Approval as described in this AgreementSection 6.1.2 hereof on or before 5:00 p.m. Pacific Time on the last date of the Due Diligence Period. If prior Buyer expressly agrees that the Initial Deposit shall be released by Escrow Agent to Seller upon the later of (a) the expiration of the Property Approval Period Initial Due Diligence Period, or (b) the date on which Seller notified Buyer and Escrow Agent that it has obtained Corporate Approval, unless Buyer has terminated this Agreement as provided above or Seller has failed to timely obtain Corporate Approval as described above. Notwithstanding that the foregoing is to be self-executing, Seller and Buyer agree to promptly execute and deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and to Escrow Agent any instructions necessary in order to cause the release of the Initial Deposit (less the Independent Consideration)to Seller or Buyer, together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Sellerapplicable.

Initial Deposit. Within five (5) business days after Upon the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms execution of this Agreement, and Buyer and Seller hereby acknowledge that there may the sum of FIFTY THOUSAND DOLLARS ($50,000.00), which will be penalties or interest forfeitures if applied to the applicable instrument is redeemed prior Purchase Price, shall be directly wired to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty▇. ▇▇▇▇ and Associates, L.P. - Purchase Agreement Santa Fe Summit respectivelyLtd. Client Trust Account, belowUS Bank, Las Vegas, Nevada, ABA routing number ▇▇▇▇▇▇▇▇▇, account number 1 537 0011 1096 (the "Initial Deposit"). SELLERS shall have THREE (3) business days ("Delivery Period") to deliver to BUYERS copies of all applicable original documents ("Original Document Copies"). Failure by SELLERS to deliver to BUYERS the Original Document Copies within the Delivery Period shall, at the option of BUYERS, be cause for immediate full refund of the Initial Deposit. Additionally, if SELLERS provide to BUYERS the copies of the original documents, and these copies of the original corporate documents sufficiently satisfactory so as to induce the BUYERS to proceed with the anticipated transaction(s) the deposit becomes nonrefundable to the extent of the sum of $5,000.00 (provided, however, that BUYERS shall have FOUR (4) days in which to review the copies of the original corporate documents (the "Review Period"), and, if upon BUYERS' review, BUYERS decides not to further pursue this transaction, and notifies in writing SELLERS or Escrow Agent of the same, then the entire deposit of $50,000.00 shall be refunded to the BUYERS). If however, the Initial Deposit documentation referred to above is acceptable to the buyers then they shall become immediately notify the SELLERS and Escrow Agent in writing and shall cause to be deposited the final payment as more clearly set forth below. After the deposit becomes non-refundable except as otherwise provided in pursuant to this Agreement. If prior to the expiration section of the Property Approval Period Buyer has failed Agreement, any failure by the BUYERS to deliver Buyer’s Approval Notice, make final payment under the terms of Section 4 below will be considered to be a breach of this Agreement shall be automatically terminated and the Initial Deposit (less amount of $5,000.00 from the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall initial deposit will be returned forfeited to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller SELLERS as liquidated damages and payment for the period of time the ▇▇▇▇ was locked up pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and by the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by SellerBUYERS.

Initial Deposit. Within five two (52) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” Period and provided Buyer has timely delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 4.1.1 and 4.1.44.1.2, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to does not deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated terminate and the Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half ( 1⁄2(1/2) of any the escrow cancellation fees in accordance with Section 4.4 belowcosts), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency DateDeadline, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if (A) the Close of Escrow does not occur, this Agreement is terminated, and the provisions of terminated pursuant to Sections 4.4 or 13 apply13, or (B) this Agreement is terminated because of a material breach by SellerSeller in accordance with Section 16.1.

Initial Deposit. Within five (5) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if applicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem Holder deems appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” Period and provided Buyer has not delivered “Buyer’s Approval 's Disapproval Notice (as those terms are defined in Sections 4.1.2 4.1.1 and 4.1.44.1.2, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Period, Buyer has failed delivers Buyer's Disapproval Notice to deliver Buyer’s Approval NoticeSeller and Escrow Holder, this Agreement shall be automatically terminated terminate and the Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half ( 1⁄2(1/2) of any escrow cancellation fees in accordance with Section 4.4 belowcosts), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency DateDeadline, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if (A) this Agreement is terminated, and the provisions of terminated pursuant to Sections 4.4 or 13 apply13, or (B) this Agreement is terminated because of a material breach by SellerSeller in accordance with Section 16.1, or this Agreement is terminated and otherwise provides for the Deposit to be refunded to Buyer.

Initial Deposit. Within five (5) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if applicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem Holder deems appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” Period and provided Buyer has delivered “Buyer’s 's Approval Notice (as those terms are defined in Sections 4.1.2 4.1.1 and 4.1.44.1.2, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If If, prior to the expiration of the Property Approval Period Period, Buyer has failed delivers written notice to Seller and Escrow Holder terminating this Agreement or if Buyer does not deliver Buyer’s 's Approval NoticeNotice to Seller and Escrow Holder as provided herein, this Agreement shall be automatically terminated terminate and the Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, thereon (but less the Independent Consideration (as defined in Section 2.5 below) and one-half ( 1⁄2(1/2) of any escrow cancellation fees in accordance with Section 4.4 belowcosts), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency DateDeadline, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the First Closing Purchase Price at on the Close of EscrowFirst Closing Date (as defined in Section 3.2.1 below), or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if (A) this Agreement is terminatedterminated pursuant to Sections 3.2.2, and the provisions of Sections 4.4 or 13 apply13, or (B) this Agreement is terminated because of a material breach by SellerSeller in accordance with Section 16.1, or this Agreement is terminated and otherwise provides for the Deposit to be refunded to Buyer.

Initial Deposit. Within five (5) business two days after following the Effective Date, Buyer Purchaser must deposit with Fidelity National Title Insurance Company of New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; Facsimile: (212) 481-1325 ("Escrow Agent") the amount of One Million Five Hundred Thousand and no/100ths Dollars ($1,500,000.00) (the "Escrow Agent Deposit") and (ii) with Seller the amount of Five Hundred Thousand and no/100ths Dollars ($500,000.00) (the "Firm Deposit"). The Escrow Agent Deposit and the Firm Deposit are collectively the "Initial Deposit". This Agreement shall deliver to Escrow Holder automatically terminate if Purchaser does not deposit the Initial Deposit with Escrow Agent and Seller by such date. The Firm Deposit will be considered "firm" and non-refundable to Purchaser except for Purchaser's right to terminate the Agreement upon a default by Seller and receive the entire Deposit in accordance with the provisions of SECTION 12 of this Agreement. Seller agrees to hold, apply and/or disburse the Firm Deposit in accordance with the terms of this Agreement; provided, however, that Seller will have no obligation to invest the Firm Deposit in an interest bearing account or otherwise to pay interest on the Firm Deposit. The Initial Seller may commingle such funds with Seller's own funds. Seller and Purchaser agree to negotiate in good faith to enter into an ▇▇▇▇▇▇▇ Money Escrow Agreement with Escrow Agent substantially in accordance with the form of such agreement attached hereto as EXHIBIT G. If the transaction contemplated hereby is consummated in accordance with the terms and conditions of this Agreement, the Deposit shall (as defined in subparagraph (b) below) will be deposited by applied to the Purchase Price at Closing. Purchaser may direct Escrow Holder Agent to invest the Escrow Agent Deposit and the Additional Deposit (as defined below) in an interest-bearing account at a federally insured institution as by giving notice to Escrow Holder, Buyer Agent and Seller reasonably deem appropriate satisfying Escrow Agent's requirements for investing the Escrow Agent Deposit in an interest-bearing account. Any interest earned on the Escrow Agent Deposit will become part of the Escrow Agent Deposit and consistent with the timing requirements of this Agreement. The interest thereon shall accrue will be paid to the benefit of the party receiving the Deposit pursuant that becomes entitled to the terms Escrow Agent Deposit. In the event of this Agreementa default by either party, the Escrow Agent Deposit will be disbursed by Escrow Agent, and Buyer and Seller hereby acknowledge that there may the Firm Deposit will be penalties disbursed or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1retained by Seller, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller12 hereof.

Initial Deposit. Within five On or before the later of (5i) two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, 1998, Purchaser shall deposit in Escrow with Escrow Holder, an earn▇▇▇ ▇▇▇ey deposit in the Effective Dateamount of Two and one-half percent (2.5%) of the Purchase Price, Buyer shall deliver which is equal to Escrow Holder Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Initial Deposit"). The Initial Deposit shall be deposited paid by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit Purchaser pursuant to the terms hereof shall be deposited in a trust account in Escrow, with Escrow Holder, to be held in interest bearing obligations of this Agreementthe United States Government, and Buyer and Seller hereby acknowledge that there in an institutional savings account, or in such other investments as Purchaser may be penalties or interest forfeitures if by written instrument direct. In lieu of depositing the applicable instrument is redeemed prior Initial Deposit in cash with Escrow Holder, Purchaser may elect to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number deliver the Initial Deposit to Escrow Holder, on or before (i) the later of two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, 1998, in the form of an irrevocable standby letter of credit ("LOC") issued by a commercial bank acceptable to Seller in the amount of the Initial Deposit, with a March 15, 1998, expiration date, naming the Seller as beneficiary and drawable upon sight draft. Unless Purchaser has either elected to terminate this Agreement or deposit the Initial Deposit or Deposit in cash with Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with on or before the expiration of the “Property Approval Contingency Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit Escrow Holder shall become non-refundable except as otherwise provided in this Agreement. If prior deliver the LOC to Seller on the next business day following expiration of the Property Approval Contingency Period. Seller shall not draw on the LOC unless the Contingency Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated expires without Purchaser's termination of Escrow and the Initial total Deposit (less as defined below) has not been released to Seller upon expiration of the Independent Consideration)Contingency Period. Upon Seller or Escrow Holder's receipt of the Deposit in cash, together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, the LOC shall be returned to BuyerPurchaser. If this Agreement has not been so terminatedThe commercial bank issuing the LOC shall have a senior, then, after unsecured debt investment grade rating of "AA" as determined by Moodys or Standard & Poors and shall have an office in the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment central business district of the Purchase Price at City of Los Angeles capable of honoring the Close presentation of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach LOC by Seller.

Initial Deposit. Within five two (52) business days after following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, below, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer Holder and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party (or parties) receiving the Deposit (or any portions thereof) pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” Deposit hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening opening of Escrow. As consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer has not previously terminated this Agreement pursuant to Section 4.1.4, below, then concurrently with the expiration of the "Property Approval Period,” " as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively4.1.2, below, the remainder of the Initial Deposit shall become non-refundable refundable, except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver delivered Buyer’s Approval 's Termination Notice, then this Agreement shall be automatically terminated and (x) Seller shall retain the Initial NR Deposit as earned consideration for Seller entering into this Agreement, and (less y) the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment balance of the 753659.08/WLA 374981-00001/4-20-16/pjr/pjr -2- Agreement of Purchase Price at the Close of Escrowand Sale [20333 South Normandie Avenue] [Bridge Acquisition, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller.LLC]

Initial Deposit. Within five On the Closing Date, the Borrower will make a Borrowing under the First Lien Credit Agreement in the amount of $300,000,000, the net proceeds of which will be deposited into a segregated escrow account (5the “Escrow Account”). In addition, the Borrower will deposit $19,933,333.33 into the Escrow Interest Reserve Account. Upon satisfaction of the Escrow Release Condition, (i) business days any amounts remaining in the Escrow Interest Reserve Account on the Escrow Release Date will be deposited in the Interest Reserve Account, (ii) 103% of $50,000,000 of the Escrow Property in the Escrow Account will be remitted to the Administrative Agent ($50,000,000 of which to be applied to the prepayment of the outstanding principal of the Tranche B Loans pursuant to Section 2.10(b)(ii) of the Credit Agreement), (iii) and any remaining amounts deposited in the Escrow Account will be released from the Escrow Account and deposited in the First Lien Loan Proceeds Account to be used to fund a portion of Project Costs. On the First Disbursement Date, an amount equal to the Required Interest Reserve (less any amounts deposited into the Interest Reserve Account from the Escrow Interest Reserve Account) will be deposited into the Interest Reserve Account from the First Lien Loan Proceeds Account. On or before the First Disbursement Date, the Borrower will have received not less than $115,000,000 in proceeds from one or more Qualified Additional Financings, of which (i) $3,000,000 will be deposited into the Construction Disbursement Account, (ii) $2,500,000 will be deposited into the Cash Management Account and (iii) all remaining proceeds will be deposited into the Qualified Additional Financing Proceeds Account to be used to fund a portion of Project Costs (other than interest in respect of the First Lien Credit Agreement). Assets maintained in the First Lien Loan Proceeds Account, the relevant Qualified Additional Financing Proceeds Account, the Interest Reserve Account, the Construction Disbursement Account, the Company Funds Account and the Cash Management Account are owned beneficially by the Borrower, subject to the terms and conditions of this Agreement and the Account Control Agreements.” (f) Section 2.1 of the Disbursement Agreement is amended to delete the phrase “on the Escrow Release Date and”. (g) Section 2.2.1 of the Disbursement Agreement is amended by deleting the phrase “after the Effective Escrow Release Date”. (h) The last sentence of Section 2.2.2(a) shall be amended and restated to read in full as follows: “On the Escrow Release Date, Buyer the Administrative Agent shall deliver cause the Escrow Agent to (i) deposit any amounts remaining in the Escrow Holder Interest Reserve Account on the Initial DepositEscrow Release Date in the Interest Reserve Account, (ii) remit to the Administrative Agent 103% of $50,000,000 of the Escrow Property in the Escrow Account ($50,000,000 of which to be applied to the prepayment of the outstanding principal of the Tranche B Loans pursuant to Section 2.10(b)(ii) of the Credit Agreement), and (iii) deposit any remaining amounts in the Escrow Account in the First Lien Loan Proceeds Account.” (i) Section 2.2.2(b) of the Disbursement Agreement is amended by (i) deleting the phrase “on or prior to the Escrow Release Date or, if applicable,”, and (ii) replacing the phrase “On the Escrow Release Date, the Borrower shall deposit” with “On or before the First Disbursement Date, the Borrower shall have received and caused to be deposited”. (j) The last sentence of Section 2.2.3 of the Disbursement Agreement is amended and restated to read as follows: “On the First Disbursement Date, the Borrower shall request that the Disbursement Agent deposit from funds on deposit in the First Lien Loan Proceeds Account the Required Interest Reserve (less any amounts deposited into the Interest Reserve Account from the Escrow Interest Reserve Account) into the Interest Reserve Account.” (k) Section 4.2(b) of the Disbursement Agreement is amended by replacing the phrase “on the Escrow Release Date” with “as of the closing of such Qualified Additional Financing”. (l) Section 4.3 of the Disbursement Agreement is amended and restated to read in full as follows: “On or before each Interest Payment Date occurring after the First Disbursement Date to, but not including, the sixth month anniversary of the Scheduled Opening Date, the Administrative Agent shall inform the Disbursement Agent of the amount of interest required to be paid on such Interest Payment Date with respect to the Loans made pursuant to the First Lien Credit Agreement and whether the amount on deposit in the Interest Reserve Account is in an amount that is greater than the Required Interest Reserve (such excess amount, the “Excess Interest Reserve Amount”). On or before each such Interest Payment Date, the Disbursement Agent shall make or cause to be made (x) payment to the Administrative Agent on such Interest Payment Date from amounts on deposit in or credited to the Interest Reserve Account of the amount so required to be paid on such Interest Payment Date, and (y) payments to the Borrower of any Excess Interest Reserve Amount, and, in each case, such payments may be made without the requirement of obtaining any further consent or action on the part of the Borrower with respect thereto, and the Borrower hereby constitutes and appoints the Disbursement Agent its true and lawful attorney-in-fact to make such payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable. The Initial Deposit Borrower acknowledges that nothing in this Section 4.3 shall be deposited in any way exonerate or diminish its obligation to make all payments under the Loan Documents as and when due.” (m) Sections 5 and 6 (other than Section 6.17) of the Disbursement Agreement are amended by replacing the phrase “Escrow Holder Release Date” with “First Disbursement Date” in an interest-bearing account each place that it appears. (n) Section 6.9 of the Disbursement Agreement is amended to add the following sentence at a federally insured institution as Escrow Holderthe end of such section: “Notwithstanding the foregoing, Buyer and Seller reasonably deem appropriate and consistent the Borrower is permitted to release the Retainage associated with the timing requirements initial work in connection with the issuance of the Funds Release Endorsement.” (o) Section 6.17 of the Disbursement Agreement is amended to delete the phrase “on the Escrow Release Date”. (p) Section 10 of the Disbursement Agreement is amended and restated to read as follows: “This Agreement shall terminate as to the First Lien Credit Agreement upon the “payment in full” of all Obligations in accordance with the terms of and as defined under the First Lien Credit Agreement. This Agreement shall terminate as to any Permitted Refinancing or Qualified Additional Financing upon the “payment in full” of all obligations under the financing documents relating to such Permitted Refinancing or Qualified Additional Financing. This Agreement shall also terminate upon the substantial completion of the transfer and release of funds contemplated by Section 4.6; provided, however, that the obligations of the Borrower under Section 9 of this Agreement shall survive termination of this Agreement. Upon the termination of this Agreement pursuant to this Section 10, the Disbursement Agent shall no longer be permitted to withdraw amounts on deposit in any Disbursement Agent Account.” (q) The interest thereon shall accrue Disbursement Agreement is hereby amended by replacing Exhibit J attached thereto with Exhibit A attached hereto. (r) The Disbursement Agreement is hereby amended by adding to the benefit Disbursement Agreement the exhibit attached hereto as Exhibit B as Exhibit L (Form of the party receiving the Deposit pursuant Funds Release Endorsement). (s) The Disbursement Agreement is hereby amended by adding to the terms Disbursement Agreement the exhibit attached hereto as Exhibit C as Exhibit A-1A (Form of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturityDisbursement Request: Pre-First Disbursement Date). (t) The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Disbursement Agreement is terminated, and hereby amended by adding the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller.following Section 4.7:

Initial Deposit. Within five two (52) business days after following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, below, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer Holder and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party (or parties) receiving the Deposit (or any portions thereof) pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” Deposit hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening opening of Escrow. As consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer has not previously terminated this Agreement pursuant to Section 4.1.4, below, then concurrently with the expiration of the "Property Approval Period,” " as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively4.1.2, below, the remainder of the Initial Deposit shall become non-refundable refundable, except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver delivered Buyer’s Approval 's Termination Notice, then this Agreement shall be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (y) the balance of the 753659.08/▇▇▇▇▇▇▇▇▇-00001/4-20-16/pjr/pjr -2- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Dateexpiration of the Property Approval Period, the entirety of the Initial Deposit (less including the Independent Consideration) together with NR Deposit and any interest accrued thereon thereon) shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections Section 4.4 or 13 applySection 11.9 applies, or (B) this Agreement is terminated because of a breach by Seller.

Initial Deposit. Within five (5) business days after the Effective DateConcurrently herewith, Buyer Capital shall deliver to the Deposit Escrow Holder Agent ONE MILLION DOLLARS ($1,000,000) in cash (including any interest, earnings or distributions thereon, collectively, the "INITIAL DEPOSIT"), which shall belong to whomever is ultimately entitled to the Initial Deposit. The Each Party shall take such actions, including, without limitation, issuing written instructions to the Deposit Escrow Agent, as may be necessary or advisable to cause the Initial Deposit to be immediately released and delivered to NHG by the Deposit Escrow Agent upon the date that a Liquidated Damages Event occurs. As used herein, a "LIQUIDATED DAMAGES EVENT" means any expiration or termination of this Agreement for any reason, other than a failure of the condition in Section 12(b)(i) hereof, a Section 13 Termination or either Party's failure to obtain the Regulatory Insurance Approvals despite their best efforts to do so; provided, however, that to the extent that the Initial Deposit (or any portion thereof) has not been released and delivered to NHG prior to the Closing (the "UNDISBURSED INITIAL Deposit"), the Undisbursed Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer released and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue delivered to the benefit of NHG Shareholders at the party receiving the Deposit pursuant Closing (if any) according to the terms of Sections 2 and 3 of this Agreement, Agreement and Buyer and Seller hereby acknowledge that there may shall be penalties credited against the Cash Consideration on a dollar-for-dollar basis. All or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening any portion of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit that has been delivered to NHG prior to the Closing shall become non-refundable except as also be so credited against the Cash Consideration at the Closing. Any disposition of the Initial Deposit (or any portion thereof) pursuant to this Section 4(a) shall not prejudice any rights or remedies which the Parties may otherwise provided in have pursuant to this Agreement. If prior the agreement expires or is terminated for any reason other than a Liquidated Damages Event, each Party agrees to take such actions, including, without limitation, issuing written instructions to the expiration of the Property Approval Period Buyer has failed Deposit Escrow Agent, as may be necessary or advisable to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and cause the Initial Deposit (less to be immediately released and delivered to Capital by the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by SellerEscrow Agent.

Initial Deposit. Within five Declaration of Trust and Issuance of ----------------------------------------------------- Initial Creation Baskets. ------------------------- (5a) business days after The Trustee acknowledges that the Effective Date, Buyer shall deliver to Escrow Holder Trustee has received (i) from the Initial DepositCustodian confirmation that the Initial Custodian has credited the Initial Deposit to the Trust Unallocated Account, and (ii) the Transaction Fee(s) payable with respect to the Purchase Order(s) relating to issuance of the initial Creation Baskets, if any. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant Trustee hereby declares that subject to the terms and conditions of this Agreement, and Buyer and Seller hereby acknowledge (i) the Initial Deposit, (ii) all Gold that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior Custodian credits to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, belowTrust Allocated Account, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval NoticeTrust Unallocated Account and any other Custody Account, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 belowthe Custody Agreements, and (iii) all other assets owned by the Trust from time to time, shall be returned owned by the Trust and the Trustee as trustee thereof, for the use and benefit of all present and future Beneficial Owners in accordance with their respective beneficial interests as the same may be constituted from time to Buyer. If this time. (b) The Trustee hereby confirms that, in exchange for the Initial Deposit, the Trustee has issued the Global Security to the Depository and that, upon the registration statement for the sale of the Equity Gold Shares being declared effective, the Trustee will direct the Depository to credit to the Depositor identified in Schedule A the Equity Gold Shares constituting the number of Creation Baskets identified in such Schedule A. (c) Pursuant to the Distribution Agreement has (the "Distribution Agreement") between the Sponsor and UBS Warburg LLC (the "Underwriter"), on the third Business Day following the date on which the Distribution Agreement is signed (the date on which the Distribution Agreement is signed, the "Underwriter's Order Date" and the third following Business Day, the "Underwriter's Settlement Date"), or such later Business Day which the Sponsor shall specify by written instruction to the Trustee received by the Trustee not been so terminated, then, after later than the Contingency Business Day preceding the Underwriter's Settlement Date, the Initial Deposit (less Underwriter shall deliver to the Independent Consideration) together with interest accrued thereon Custodian the Creation Basket Deposit, computed for the Underwriter's Order Date, for the number of Creation Baskets specified in the Distribution Agreement and, upon notice from the Custodian that the Custodian has received such Creation Basket Deposit, the Trustee shall be: (i) applied issue and credited toward payment deliver such number of Creation Baskets to the Depository for credit to the account of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by SellerUnderwriter.

Initial Deposit. Within five three (53) business days Business Days after the Effective Date, Buyer shall deliver execution and delivery to Escrow Holder by both Seller and Purchaser of this Agreement, the “Memorandum of Agreement” and the “Quitclaim” (as such terms are defined in Section 10.10 below) (time being of the essence), Purchaser shall deposit, or cause to be deposited with Escrow Holder, in cash, by a confirmed wire transfer of immediately available funds or by certified bank check (hereinafter referred to as “Immediately Available Funds”), the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (the “Initial Deposit”), and the Penfield Deposit (as defined in Section 11.1 below) in the amount of Sixteen Thousand Dollars ($16,000.00), for an aggregate amount of Four Hundred Sixty-Six Thousand and No/100s Dollars ($466,000.00). If Purchaser fails to deliver the Initial Deposit and the Penfield Deposit into Escrow strictly as and when contemplated herein, then such failure shall constitute a material breach by Purchaser under this Agreement, and this Agreement shall automatically terminate and thereafter neither party shall have any further rights or obligations except for the Surviving Obligations (as hereinafter defined). Escrow Holder shall place the Initial Deposit. The Initial Deposit , upon receipt, in one or more federally insured interest bearing accounts, which shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue transaction and reasonably satisfactory to Purchaser and Seller (the benefit of the party receiving the Deposit pursuant to “Escrow Account”), pending disbursement in accordance with the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term Penfield Deposit shall be held and disbursed as provided in Section 11.1 below. All interest which accrues on the “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to (as defined below) while held by Escrow Holder upon in the “Opening Escrow Account shall be added to and increase the Deposit. Following Escrow Holder’s receipt of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Penfield Deposit (less and confirmation that such funds have cleared with the Independent Consideration)bank, together with all interest accrued thereon, less one-half ( 1⁄2) Escrow Holder shall promptly record the Memorandum of any escrow cancellation fees Agreement in accordance with Section 4.4 below, shall be returned the Official Records and provide a conformed copy of such recorded document to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied Seller and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by SellerPurchaser.

Initial Deposit. Within five one (51) business days after day following the Effective Date“Opening of Escrow,” as that term is defined in Section 3.1, below, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Seller and Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow. Provided that Buyer has affirmatively elected to proceed beyond the “Property Approval Period,” as that term is defined in Section 3.14.1.2, below. Concurrently with ) pursuant to Section 4.1.4, below, then upon the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer has failed delivers a Termination Notice or otherwise fails to deliver Buyer’s Approval NoticeNotice to Proceed, then this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Dateexpiration of the Property Approval Period, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller, or (C) any other provision of this Agreement expressly provides that Buyer is entitled to a return of the Deposit.

Initial Deposit. Within five (5a) business days after Upon the Effective Dateexecution and delivery of this Agreement, Buyer Purchaser shall deliver pay to Escrow Holder the Seller, as a deposit towards the Purchase Price, an amount equal to $3,000,000, of which $375,000 has already been delivered to Seller directly in the form of the Bridge Loan (the "Initial Deposit"), by wire transfer of immediately available funds to an account designed in writing by Seller solely for the purposes of settling the Seller Debt and/or the Unaccredited Investor Cash Out Amount at Closing. The Initial Deposit Such account shall be deposited by Escrow Holder in an a separate and distinct interest-bearing account at a federally insured institution as Escrow Holderand shall not be subject to any lien, Buyer and encumbrance, attachment, trustee process or any other judicial process of any creditor of any party hereto. Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreementnot distribute, and Buyer and Seller hereby acknowledge that there may be penalties use or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, below, release the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to for the expiration purposes of the Property Approval Period Buyer has failed to deliver Buyer’s Approval Notice, this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration), together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Date, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: settling (i) applied and credited toward payment of the Purchase Price Unaccredited Investor Cash Out Amount at the Close of Escrowor following Closing, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, belowDebt, or (iii) returned in accordance with the express terms and conditions of this Agreement. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may use the Initial Deposit to Buyer if make the payments in respect of Seller Debt described on Schedule 2.4 of the Seller Disclosure Letter; provided, however, that from the Agreement Date through the Closing, Seller shall not distribute, use or release any portion of the Initial Deposit to settle or repay any Seller Debt (i) relating to or arising from any Convertible Notes or (ii) to settle or repay any other Liabilities not listed on Schedule 2.4 of the Seller Disclosure Letter. (b) At least one (1) Business Day prior to Closing, Seller shall deliver to Purchaser (i) a schedule setting forth the names of all Unaccredited Securityholders and a good faith estimate of the amount to be paid to each such Unaccredited Securityholder from the Initial Deposit in accordance with the Plan of Liquidation and (ii) a schedule setting forth (A) this Agreement is terminatedSeller's good faith estimate of all outstanding Seller Debt measured as of immediately prior to Closing, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because the holders of a breach by Sellersuch outstanding Seller Debt and (C) the amount of money due and owing from Seller to such holders of outstanding Seller Debt (collectively, the "Closing Date Schedule"), which Closing Date Schedule shall be reasonably acceptable to Purchaser; provided, however, that any item of Seller Debt set forth on the Closing Date Schedule which was also set forth on Schedule 2.4 of the Seller Disclosure Letter shall be deemed acceptable to Purchaser.

Initial Deposit. For all purposes of this Agreement other than Section 16.2, the Initial Deposit is allocated between the Majority Real Property and the Pima Real Property as set forth on Exhibit M attached hereto. As used herein, the term “Initial Deposit” shall mean, in each case, only the portion of the Initial Deposit allocated to the applicable property (i.e., the Majority Real Property or the Pima Real Property) as set forth on Exhibit M, as the context requires. For the avoidance of doubt, each portion of the Initial Deposit shall be held, disbursed, and applied only with respect to the real property to which it is allocated; provided, however, that if this Agreement is terminated pursuant to Section 16.2, below, then Seller shall be entitled to receive and retain the entirety of the Initial Deposit regardless of such allocation. Within five two (52) business days after following the Effective Date“Opening of Escrow,” as that term is defined in Section 3.1, below, Buyer shall deliver to each Escrow Holder the portion of the Initial DepositDeposit allocated to the applicable real property, as set forth on Exhibit M. Each Escrow Holder shall hold and disburse the portion of the Initial Deposit delivered to it in accordance with the terms of this Agreement. The Initial Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer Holder and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period” and provided Buyer has delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.2 and 4.1.4, -▇- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit respectively, ’s delivery of the Approval Notice (as defined below) and the deposit of the Additional Deposit (as defined below), the Initial Deposit shall become non-refundable except as otherwise provided in this Agreement. If ▇▇▇▇▇ does not deliver the Approval Notice and deposit the Additional Deposit on or prior to the expiration of the Property Approval Period Buyer has failed to deliver Buyer’s Approval NoticePeriod, then this Agreement shall be automatically terminated and the Initial Deposit (less the Independent Consideration)Deposit, together with all interest accrued thereon, less one-half ( 1⁄2) of any escrow cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminatedBuyer timely delivers the Approval Notice and timely deposits the Additional Deposit, then, then from and after the Contingency Dateexpiration of the Property Approval Period, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and the provisions of Sections 4.4 or 13 apply, or (B) this Agreement is terminated because of a breach by Seller, or (C) this Agreement is terminated by Seller pursuant to Section 26.

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