Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. The total Purchase Price to be paid by Purchaser to Seller for the Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00), which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or at such other location as the parties shall agree, at 10:00 a.m. on the Closing Date.

Purchase Price and Closing. The total Purchase Price to be paid by Purchaser to Seller for the Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00), which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closinghereof, the form Company agrees to issue and sell to the Purchasers and, in consideration of which and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $1.50 per Unit (the “Purchase Price”) for an aggregate purchase price of up to $6,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $3,000,000, provided, further, that the minimum amount can be lowered or waived with the Company’s consent. In the event that the minimum amount is attached hereto as Exhibit D lowered by the Company, each subscriber that has previously committed funds will receive notification of the lowered minimum amount no later than forty-eight (“Seller Lease”)48) hours prior to the anticipated closing date and will be required to acknowledge and accept the lowered minimum amount. Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units shall be delivered to Purchaser on take place at the Closing Date. The Closing shall be held in the office offices of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇LLP (the “Closing”) no later than March 31, ▇▇▇▇▇▇▇▇▇2011, which date may be extended by the Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full offering amount of $6,000,000 (and any permitted over-allotment amount), the Company can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the time of the Closing, provided, however, that such other location as subsequent closing must occur no later than April 30, 2011. Subject to the parties shall agreeterms and conditions of this Agreement, at 10:00 a.m. on the Closing Datethe Company shall deliver or cause to be delivered to each Purchaser (x) certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto, and (z) any other documents required to be delivered pursuant to Article 4 hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. The total Purchase Price Subject to be paid by Purchaser the terms and conditions hereof, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to Seller issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the Units for the Entire Property shall be Sixteen Million an aggregate purchase price of Five Hundred Thousand and 00/100 Dollars ($16,500,000.00500,000) (the "Purchase Price"). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Leser, which shall be payable as follows: a. $330,000.00 eHunter, Taubman & Taubman, 17 State Stre▇▇, ▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇, ▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ng") at 10:00 a.m., ▇▇▇▇▇▇▇▇▇▇▇New York time (i) on or before September 14, ▇▇▇▇▇▇▇▇▇2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other location time and place or on such date as the parties shall agreePurchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at 10:00 a.m. on the Closing Datethe Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) Warrants corresponding to the number of Units as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer in immediately available funds to an account designated by the Company.

Purchase Price and Closing. The total Purchase Price Subject to be paid by Purchaser the terms and conditions hereof, the Company agrees to Seller for issue and sell to the Entire Property shall be Sixteen Million Five Hundred Thousand Purchasers and, in consideration of and 00/100 Dollars ($16,500,000.00)in express reliance upon the representations, which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution warranties, covenants, terms and conditions of this Agreement, together with any and all interest earned thereon the Purchasers, severally but not jointly, agree to purchase the UNITS for $25,000.00 per Unit (the “E▇▇▇▇▇▇ MoneyUnit Price”); b. The balance of ) for an aggregate purchase price up to $16,170,000.00, to be 5,000,000 (the amount paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed each Purchaser is referred herein as the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing DatePurchase Price”). Subject to all conditions to closing being satisfied or waived, the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession closing of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to purchase and sale of the terms and conditions UNITS shall take place at the offices of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ LLP (the “Closing”) by the earlier to occur of (a) completion of the $3,000,000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or at such other location (b) by 5:00 pm (EDT) on July 30, 2014 ( the “Initial Closing Date”); or by the earlier of (a) completion of the sale of all UNITS included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on August 14, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the mutual agreement of the Company and the Placement Agent if the sale of all UNITS in the Maximum Offering has not been completed by August 14, 2014 (the “Final Closing Date”, collectively with the Initial Closing Date are sometimes referred herein as the parties shall agree“Closing Date”). Subject to the terms and conditions of this Agreement, at 10:00 a.m. on the Closing Datethe Company shall deliver or cause to be delivered to each Purchaser (x) Notes in the amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto, and (z) any other documents required to be delivered pursuant to Article 4 hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. The total Purchase Price (a) Subject to be paid by Purchaser the terms and conditions hereof, the Company agrees to Seller issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for the Entire Property shall be Sixteen an aggregate purchase price of Seven Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.007,500,000) (the “Purchase Price”), which . The closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall be payable as follows: a. $330,000.00 etake place at the offices of ▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Closing”) at 10:00 a.m., New York time (i) on or before July 31, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other location time and place or on such date as the parties Purchasers and the Company may agree upon (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), including without limitation, all pricing terms, which closing shall agree, at 10:00 a.m. on occur which closing shall occur no later than one hundred fifty (150) days following the Closing Date, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms "Notes" and "Warrants" shall also be deemed to include the Additional Notes and Additional Warrants. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. (b) At the Closing: (i) Vicis shall surrender the Bridge Note to the Company for cancellation, waive and release the Company from payment of the Bridge Note Interest accrued and unpaid as of the Closing Date, and shall deliver the Purchase Price as set forth on Exhibit A hereof by wire transfer to an escrow account designated by the escrow agent; and (ii) each other Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. The total Purchase Price to be paid by Purchaser to Seller for the Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00), which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closinghereof, the form Company agrees to issue and sell to the Purchasers and, in consideration of which is attached hereto as Exhibit D and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $2.50 per Unit (the “Purchase Price”) for an aggregate purchase price of no less than $3,000,000 (“Seller LeaseMinimum Offering Amount”) and no more than $7,500,000 (the “Maximum Offering Amount”), provided, however that the Company, in its sole discretion, shall be delivered have the right to Purchaser on increase the Closing DateMaximum Offering Amount to $15,000,000. The Closing Provided that the Minimum Offering shall be held in have been subscribed for, funds representing the office sale thereof shall have cleared, and all conditions to closing have been satisfied or waived, the closing of L▇▇▇▇▇▇the purchase and sale of the Units shall take place at the offices of Loeb & Loeb, LLP, 3▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ (the “Closing”) no later than August 31, or 2009, which date may be extended for an additional 30 days at such other location as the parties shall agreesole discretion of the Company if the Minimum Offering Amount is not achieved (the “Closing Date”). Subject to the terms and conditions of this Agreement, at 10:00 a.m. on the Closing Datethe Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the Offering if the Minimum Offering Amount is not achieved and return the funds deposited in escrow, in accordance with the Closing Escrow Agreement.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase, for $3.25 per Unit, that number of Units as are set forth on the signature page of this Agreement (the “Purchase Price”). The total Purchase Price Purchaser and all of the other Purchasers listed on Appendix A hereto shall purchase (i) a minimum of 1,076,923.1 Units an for an aggregate purchase price as to be paid by Purchaser to Seller for the Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars all such Units of not less than $3,500,000 ($16,500,000.00“Minimum Offering Amount”), which and (ii) a maximum of 1,384,615.38 Units for an aggregate purchase price as to all such Units of not more than $4,500,000 (the “Maximum Offering Amount”), provided, however that the Company, in its sole discretion, shall be payable as follows:have the right to increase the Maximum Offering Amount to 1,538,461.5 Units or $5,000,000. a. $330,000.00 e(b) Provided that the Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, and all conditions to closing have been satisfied or waived, the closing of the purchase and sale of the Units shall take place at the offices of L▇▇▇▇ H▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & VT▇▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 81▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, (the “Closing”) no later than November 15th, 2009, which date may be extended for an additional 60 days at the sole discretion of the Company if the Offering Amount is not achieved (the “Closing Date”). (c) Pending receipt of good funds representing not less than the Minimum Offering Amount, all funds received shall be deposited and held in escrow in a special escrow account by Signature Bank, 2▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, or at such other location as ▇ (the parties “Escrow Agent”). In the event that the Minimum Offering Amount shall agree, at 10:00 a.m. on not have been subscribed to and good funds received by the Closing Date, all funds shall be returned to subscribers without interest or deduction, all as provided in the Closing Escrow Agreement between the Company, the Purchaser and the Escrow Agent in the form of Exhibit C annexed hereto and made a part hereof (the “Closing Escrow Agreement”).

Purchase Price and Closing. The total Purchase Price Subject to be paid by Purchaser the terms and conditions hereof, the Company agrees to Seller issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to two thousand (2,000) Series A Shares at a purchase price of Four Thousand Hundred ($4,000) Dollars per share, for the Entire Property shall be Sixteen an aggregate purchase price of up to Eight Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.008,000,000) (the “Purchase Price”), which . The initial closing of the purchase and sale of the Series A Shares to be acquired by the Purchasers from the Company under this Agreement shall be payable as follows: a. $330,000.00 etake place at the offices of ▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “First Closing”) at 10:00 a.m., New York time on November 25, 2008, or at such other location date as the parties shall agreePurchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at 10:00 a.m. on the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series A Shares and (y) a Warrant to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. The total Section 1.4 Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to twenty two thousand five hundred (22,500) Series A Shares at a purchase price of ten dollars ($10) per share, for an aggregate purchase price of two hundred twenty five thousand dollars ($225,000) (the “Purchase Price Price”), of which (i) one hundred twenty thousand dollars ($120,000) shall be transmitted to be paid by Purchaser to Seller the Company for the Entire Property acquisition of 12,000 Series A Shares (the “First Closing”) within four (4) business days following the satisfaction of the conditions set forth in Sections 5.01 and 5.02 (the “First Closing Date”); (ii) fifty five thousand dollars ($55,000) shall be Sixteen Million Five Hundred Thousand transmitted to the Company for the acquisition of 5,500 Series A Shares (the “Second Closing”) within four (4) business days following the satisfaction of the conditions set forth in Sections 5.01 and 00/100 Dollars 5.03 (the “Second Closing”) and (iii) fifty thousand dollars ($16,500,000.00), which 50,000) shall be payable as follows: a. $330,000.00 etransmitted to the Company for the acquisition of 5,000 Series A Shares (the “Third Closing” and together with the First Closing and the Second Closing, the “Closings”)) within four (4) business days following the satisfaction of the conditions set forth in Sections 5.01 and 5.04 (the “Third Closing Date” and together with the First Closing Date and the Second Closing Date, the “Closing Dates”). The Closings shall occur on their respective Closing Dates at the offices of ▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P.LLP, 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇1221 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other location place as is mutually agreed to by the parties shall agreeCompany and the Purchasers). Subject to the terms and conditions of this Agreement, at 10:00 a.m. on each Closing the Company shall deliver or cause to be delivered to the Purchasers the number of Series A Shares set forth in Exhibit A hereto, and any other documents required to be delivered pursuant to this Agreement, and the Purchasers shall deliver the pro rata portion of the Purchase Price set forth in Exhibit A hereto for such Closing Dateby wire transfer to the Company.

Purchase Price and Closing. The total Purchase Price Subject to be paid by Purchaser the terms and conditions hereof, the Company agrees to Seller issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Preferred Shares and the Warrants for the Entire Property shall be Sixteen an aggregate purchase price of One Million Five Hundred Sixty Two Thousand and 00/100 Dollars ($16,500,000.001,062,000) (the “Purchase Price”), which . The closing of the purchase and sale of the Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall be payable as follows: a. $330,000.00 etake place at the offices of ▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Closing”) at 10:00 a.m., New York time (i) on or before April 14, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other location time and place or on such date as the parties Purchasers and the Company may agree upon (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Preferred Shares and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), which closing shall agreeoccur no later than June 5, 2006, for an aggregate purchase price of up to $3,900,000 and a per share purchase price of $0.75 (the “Additional Preferred Stock and Warrant Financing”). Subject to the terms and conditions of this Agreement, at 10:00 a.m. on the Closing Date.the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company. ­

Purchase Price and Closing. The total Purchase Price Company agrees to be paid by Purchaser issue -------------------------- and sell to Seller the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes and Warrants for the Entire Property shall be Sixteen an aggregate purchase price of One Million Five Seven Hundred Fifty Thousand and 00/100 Dollars ($16,500,000.001,750,000.00) (the "Purchase Price"), which . The closing of the sale and purchase of -------------- the Notes and Warrants (the "Closing") shall be payable as follows: a. $330,000.00 etake place at the offices of ------- Jenkens & ▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other location time and place or on such date as the parties shall agreePurchasers and the Company may agree upon (each, at 10:00 a.m. on the a "Closing Date"). ------------ Notwithstanding anything to the contrary contained herein, the aggregate principal amount of Notes to be sold by the Company and purchased by the Purchasers hereunder shall not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00).

Purchase Price and Closing. The total Purchase Price Subject to be paid by Purchaser the terms and -------------------------- conditions hereof, the Company agrees to Seller for issue and sell to the Entire Property shall be Sixteen Million Five Hundred Thousand Purchasers and, in consideration of and 00/100 Dollars ($16,500,000.00)in express reliance upon the representations, which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution warranties, covenants, terms and conditions of this Agreement, together with any the Purchasers, severally but not jointly, agree to purchase the Notes and all interest earned thereon Warrants for an aggregate purchase price of up to Fifteen Million Dollars (“E▇▇▇$15,000,000) (the "Purchase Price"). The closing of the purchase and sale of the Notes and ------------- Warrants to be acquired by the Purchasers from the Company under this Agreement --- shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇ericas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇") ▇▇ ▇▇:▇▇ ▇.m., ▇▇▇▇▇▇▇▇▇------- New York time (i) on or before December 4, 2006; provided, that all of the -------- conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other location time and place or on such date as the parties shall agreePurchasers and the Company may mutually agree upon (the "Closing Date"). Subject to the terms and conditions of this ------------- Agreement, at 10:00 a.m. on the Closing Datethe Company shall deliver or cause to be delivered to each Purchaser (x) its Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such --------- number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to --------- be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.