Common use of Purchase Price and Method of Payment Clause in Contracts

Purchase Price and Method of Payment. The Purchase Price for the above purchase shall be $450,000 USD to be paid in shares of restricted stock of GFY (which may be traded in accordance with SEC Rule 144). Payment of said Purchase Price shall be by the delivery by Buyer, within 14 business days of the date hereof, into escrow. The method of distribution of the shares, liquidations of same and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price.

Purchase Price and Method of Payment. A. The Purchase Price for the above purchase shall be $450,000 35,000 USD to be paid in cash and shares of restricted stock of GFY GFY. (which may be traded in accordance with SEC Rule 144), plus the execution of Consulting Agreement between Buyer and ▇▇▇▇▇ ▇▇▇ at terms previously agreed upon. Payment of said Purchase Price shall be by the delivery by Buyer, within 14 five (5) business days of the date hereof, into escrowescrow cash over time, plus a number of shares of restricted stock of the Buyer, that equals the sum of $15,000.00 based on the lowest bid price of the Corporation's common stock as quoted on the Electronic Bulletin Board the day prior to closing. The cash portion of the purchase price shall be as follows: Buyer will deposit into escrow the sum of $5000 on the 15th day of each of the next four months following the Closing. The method of distribution of the shares, liquidations of same and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that the shares delivered to and sold by the Shareholders (after the expiration of applicable holding periods) pursuant to the terms of this Agreement fail to gross a total of $15,000, Buyer shall within five (5) business days of notice of this event, and subject to demand under the terms of this Agreement, deliver a sufficient number of additional shares in order to deliver to Seller cannot liquidate his shares within nine (9) months for distribution any remaining balance of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date$15,000. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price. In the event the Shareholders have not received realized proceeds from stock issuances or liquidations equal the Purchase Price., Seller shall give Buyer written notice thereof (along with proof of sale and confirmation of proceeds received therefore) and the Buyer shall, in its sole discretion, deliver to Seller either the cash difference or additional restricted shares of sufficient value that the balance should satisfy the shortfall, and said process shall continue until the Seller have received full payment of the Purchase Price.

Purchase Price and Method of Payment. The Purchase Price for the above purchase shall be $450,000 USD to be paid in shares of restricted stock of GFY (which may be traded in accordance with SEC Rule 144). Payment of said Purchase Price shall be by the delivery by Buyer, within 14 business days prtce and absorption schedule of the date hereofLots shall ▇▇▇▇ desaibed in Exhibit The Seller will be responsible for all capacity fees, into escrow. The method of distribution of the shares, liquidations of same "off-site" assessments and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownershipuser fees, including, but not limited to, income 'road impact' fees, 'park impact' fees, "school impacr fees and •off site improvemenr fees. Purchaser shall pay sewer and water connection fees in the amount defined by Spartanburg County or loss from rrunicipallty. Deposits: Initial: Four Hundred Sixty-Eight Thousand Dollars ($468,000.00). As a good faith deposit, Purchaser will provide the operation Escrow Agent, within five (5) business days of the Business Effective Date, and subject to the right to operate contemporaneous recordation of the Business, from the Closing Date until title has passed. Buyer shall only be responsible secured lien for the liabilitiesto1al ▇▇▇▇▇▇▇ money deposit, costs an ▇▇▇▇▇▇▇ money deposit of Four Hundred Sixty-Eight Thousand Dollars ($468,000), which the Seller may access once lhe secured lien is recorded. Additional Deposit: Two Hundred Thirty Four Thousand Dollars ($234,000). As a second good faith deposit, Purchaser will provide the Escrow Agent, within five (5) business days the completion of dealing, grading, storm water, water and operating expenses samary sewer installation a deposit, immediately accessible, subject to all of the Business after aforementioned development actions taking place. Cash deposit for the Closing Datesingle family and/or townhome Lots shaU be credited on the settlement statement on a pro rata basis based on the number of Lots purchased at each Closing. Seller hereby expressly agrees It is understood by all parties that upon receipt Purchaser shall have a secured second lien (which combined the single famUy and townhome deposits under a single mortgage) in the amount of Seven Hundred Two Thousand Dollars ($702,000.00) against the full Purchase Price contemplated by this Agreementproperty located in Exhibit "A'. This lien is subordinate to any national or state chartered first Hen mortgage holder, Seller and shall immediately return be recorded prior to the Buyer any shares remaining release of deposit funds from Purchaser to Seller. Partial release of Purchaser's Mortgage shall occur at each Lot Takedown in Seller's possession. Seller shall not knowingly sell Shares in excess of accordance with the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Pricepro rata per Lot credit.

Purchase Price and Method of Payment. The Subject to adjustment as may be provided herein, the Purchase Price for the above purchase Property shall be be: Two Hundred Eighty Two Thousand Seven Hundred Sixty and 00/100 Dollars ($450,000 USD 282,760.00) to be paid in shares cash as provided herein. The following is a breakdown of restricted stock the Purchase Price as of GFY the Effective Date (which may defined in Section 19 below): Base Price $302,490.00 Plus Lot Premium + $4,000.00 Plus Options Selected To Date + $ 0.00 Minus Option Incentive $ 0.00 Special Adjustment(s) <$23,730.00> Total Purchase Price $282,760.00 Purchaser acknowledges that the Special Adjustment(s) shown above shall be traded provided to Purchaser as a credit against the Purchase Price only if Purchaser complies all of the terms and conditions of this Agreement and that such Special Discount shall be forfeited by Purchaser if Purchaser breaches the Agreement in accordance with SEC Rule 144any respect. Purchaser further acknowledges that the above-stated Incentives are subject to the terms and conditions (including, without limitation, closing deadlines) set forth in Seller’s marketing materials pertaining to such Incentives. The terms of the subsection (a or b) checked below shall also apply. {{$rb0d11}} a. No Financing Contingency. Purchaser shall pay to Seller the Purchase Price in cash at Closing (See Section 16 below). Payment of said Purchase Price shall be by the delivery by Buyer, within 14 Within five (5) business days of the date hereofEffective Date, into escrowPurchaser shall provide documentation to Seller that will verify to Seller’s reasonable satisfaction that Purchaser has the available funds necessary to purchase the Property according to the terms of this Agreement. The method If Purchaser does not provide such documentation to Seller within that time period, then Seller may at its option terminate this Agreement by providing written notice to Purchaser of distribution of termination, in which event Seller shall retain the shares, liquidations of same ▇▇▇▇▇▇▇ Money (see Section 4 below) and application of proceeds shall be by separate agreement of the Shareholders and neither party shall have no legal impact this Agreement once any further obligation or liability to the Shares are deposited into escrowother hereunder. If liquidation {{$rb0d12}} b. Financing Contingency (1) Purchaser shall use its best efforts to obtain a loan in the principal amount of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months % of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price, reduced to the next lowest hundred dollars, (the “Loan”) to be secured by a first priority mortgage on the Property. The proceeds of the Loan, together with the balance of the Purchase Price, shall be paid to Seller by Purchaser in cash or other immediately available funds at Closing.

Purchase Price and Method of Payment. 4.1 The Purchase Price for of the above purchase Property shall be $450,000 USD to the amount stated in paragraph 4.2 The Purchaser shall pay the Attorneys the Reservation Deposit as stated in paragraph D2 of the Information Schedule on signature of this Agreement, which deposit shall be paid held in shares of restricted stock of GFY (which may be traded trust by the Attorneys and invested in an interest bearing account in accordance with SEC Rule 144)the provisions of section 26 of the Alienation of Land Act No 68 of 1981 (as amended) with interest to accrue to the Purchaser. Payment The provisions of said this clause 4.2 shall constitute authority to the Conveyancers, in terms of Section 78(2A) of the Attorneys Act, to invest the deposit. The Reservation Deposit will be used by the Purchaser towards the payment of Transfer and or Bond costs payable by the Purchaser as per clause 6.2 of this Agreement. 4.3 The Purchaser shall pay the Attorneys the Deposit as stated in paragraph D3 of the Information Schedule within 30 (Thirty) days of Signature Date, which deposit shall be held in trust by the Attorneys and invested in an interest bearing account in accordance with the provisions of section 26 of the Alienation of Land Act No 68 of 1981 (as amended) with interest to accrue to the Purchaser. The provisions of this clause 4.3 shall constitute authority to the Conveyancers, in terms of Section 78(2A) of the Attorneys Act, to invest the deposit. 4.4 The Balance of the Purchase Price of the Property, as stated in paragraph D5 of the Information Schedule, shall be paid to the Seller on the Transfer Date. 4.5 Within 30 days after Signature Date, the Purchaser shall furnish the Seller with an irrevocable guarantee issued by a registered commercial bank for the delivery by Buyer, within 14 business days due payment of the date hereof, into escrow. The method of distribution Balance of the sharesPurchase Price of the Property. 4.6 Alternatively to 4.5 above, liquidations of same and application of proceeds the Purchaser shall be by separate agreement entitled to pay into the trust account of the Shareholders and shall have no legal impact this Agreement once Attorneys the Shares are deposited into escrow. If liquidation Balance of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months Purchase Price of the execution of this contractProperty, Seller must notify Buyer of this factto be held by such Attorneys in an interest bearing trust account, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer interest to accrue for the sharesbenefit of the Purchaser until the date upon which payment of the relevant amount falls due. 4.7 The Purchaser hereby undertakes to provide the Attorneys with all such information and/or documentation required in order to comply with the Financial Intelligence Centres Act No. 38 of 2001 requirements, at the prevailing market price. Seller which information shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, includinginclude, but not be limited to, income or loss from the operation proof of the Business Purchaser's Income Tax Registration Number, residential address and certified copies of identity documents or company, close corporation or Trust documentation as the right to operate case may be. 4.8 The Purchaser hereby acknowledges that he is aware that no monies can be invested as provided for herein until such time as the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses information required in terms of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return 4.7 is furnished to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase PriceAttorneys.

Purchase Price and Method of Payment. 4.1 The Purchase Price of the Property shall be the amount stated in paragraph 4.2 The Construction Price payable for the above purchase Dwelling to be erected on the Property shall be $450,000 USD the sum referred to in paragraph E2 of the Information Schedule. 4.3 The Purchaser shall pay the Attorneys the Reservation Deposit as stated in paragraph E4 of the Information Schedule on signature of this Agreement, which deposit shall be paid held in shares of restricted stock of GFY (which may be traded trust by the Attorneys and invested in an interest bearing account in accordance with SEC Rule 144)the provisions of section 26 of the Alienation of Land Act No 68 of 1981 (as amended) with interest to accrue to the Purchaser. Payment The provisions of said this clause 4.3 shall constitute authority to the Conveyancers, in terms of Section 78(2A) of the Attorneys Act, to invest the deposit. The Reservation Deposit will be used by the Purchaser towards the payment of Transfer and or Bond costs payable by the Purchaser as per clause 6.2 of this Agreement. 4.4 The Purchaser shall pay the Attorneys the Deposit as stated in paragraph E5 of the Information Schedule within 30 (Thirty) days of Signature Date, which deposit shall be held in trust by the Attorneys and invested in an interest bearing account in accordance with the provisions of section 26 of the Alienation of Land Act No 68 of 1981 (as amended) with interest to accrue to the Purchaser. The provisions of this clause 4.4 shall constitute authority to the Conveyancers, in terms of Section 78(2A) of the Attorneys Act, to invest the deposit. 4.5 The balance of the Purchase Price of the Property shall be paid to the Seller on the Transfer Date. 4.6 Within 30 days after Signature Date, the Purchaser shall furnish the Seller with an irrevocable guarantee issued by a registered commercial bank for the delivery by Buyer, within 14 business days due payment of the date hereof, into escrow. The method of distribution balance of the sharesPurchase Price of the Property. 4.7 Alternatively to 4.6 above, liquidations of same and application of proceeds the Purchaser shall be by separate agreement entitled to pay into the trust account of the Shareholders and shall have no legal impact this Agreement once Attorneys the Shares are deposited into escrow. If liquidation balance of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months Purchase Price of the execution of this contractProperty, Seller must notify Buyer of this factto be held by such Attorneys in an interest bearing trust account, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer interest to accrue for the sharesbenefit of the Purchaser until the date upon which payment of the relevant amount falls due. 4.8 The Purchaser hereby undertakes to provide the Attorneys with all such information and/or documentation required in order to comply with the Financial Intelligence Centres Act No. 38 of 2001 requirements, at the prevailing market price. Seller which information shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, includinginclude, but not be limited to, income or loss from the operation proof of the Business Purchaser's Income Tax Registration Number, residential address and certified copies of identity documents or company, close corporation or Trust documentation as the right to operate case may be. 4.9 The Purchaser hereby acknowledges that he is aware that no monies can be invested as provided for herein until such time as the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses information required in terms of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return 4.8 is furnished to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase PriceAttorneys.

Purchase Price and Method of Payment. The Subject to adjustment as may be provided herein, the Purchase Price for the above purchase Property shall be be: Two Hundred Ninety Nine Thousand Nine Hundred Ninety and 00/100 Dollars ($450,000 USD 299,990.00) to be paid in shares cash as provided herein. The following is a breakdown of restricted stock the Purchase Price as of GFY the Effective Date (which may defined in Section 19 below): Base Price $324,990.00 Plus Lot Premium + $ 0.00 Plus Options Selected To Date + $1,570.00 Minus Option Incentive <$1,570.00> Sales Price Adjustment <$25,000.00> Total Purchase Price $299,990.00 Purchaser acknowledges that the Special Discount shown above shall be traded provided to Purchaser as a credit against the Purchase Price only if Purchaser complies all of the terms and conditions of this Agreement and that such Special Discount shall be forfeited by Purchaser if Purchaser breaches the Agreement in accordance with SEC Rule 144any respect. Purchaser further acknowledges that the above-stated Incentives are subject to the terms and conditions (including, without limitation, closing deadlines) set forth in Seller’s marketing materials pertaining to such Incentives. The terms of the subsection (a or b) checked below shall also apply. {{$rb0d11}} a. No Financing Contingency. Purchaser shall pay to Seller the Purchase Price in cash at Closing (See Section 16 below). Payment of said Purchase Price shall be by the delivery by Buyer, within 14 Within three (3) business days of the date hereofEffective Date, into escrowPurchaser shall provide documentation to Seller that will verify to Seller’s reasonable satisfaction that Purchaser has the available funds necessary to purchase the Property according to the terms of this Agreement. The method If Purchaser does not provide such documentation to Seller within that time period, then Seller may at its option terminate this Agreement by providing written notice to Purchaser of distribution of termination, in which event Seller shall retain the shares, liquidations of same ▇▇▇▇▇▇▇ Money (see Section 4 below) and application of proceeds shall be by separate agreement of the Shareholders and neither party shall have no legal impact this Agreement once any further obligation or liability to the Shares are deposited into escrowother hereunder. If liquidation {{$rb0d12}} b. Financing Contingency (1) Purchaser shall use its best efforts to obtain a loan (the “Loan”) in the principal amount of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months % of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price, reduced to the next lowest hundred dollars, to be secured by a first priority mortgage on the Property. The proceeds of the Loan, together with the balance of the Purchase Price, shall be paid to Seller by Purchaser in cash or other immediately available funds at Closing.

Purchase Price and Method of Payment. (a) The purchase price ("Purchase Price Price") for the above purchase Property shall be Eighty-Six Million Six Hundred Forty-Eight Thousand Two Hundred Thirty-Eight and 00/100 Dollars ($450,000 USD to be paid in shares of restricted stock of GFY (which may be traded in accordance with SEC Rule 14486,648,238.00). Payment of said The Purchase Price shall be payable as follows: (i) One Million and 00/100 Dollars ($1,000,000.00) as an initial earnest money deposit ("Initial Deposit") by wire-transferred funds ▇▇▇▇ ▇▇ Buyer to Escrow Agent upon the execution and delivery hereof. Buyer and Seller shall execute a standard and reasonable form of escrow agreement required by Escrow Agent as a condition to holding the Deposit. (ii) One Million and 00/100 Dollars ($1,000,000.00) as an additional earnest money deposit (the "Second Deposit"), on or before the ▇▇▇▇ ▇▇y of the Inspection Period (as herein defined) by wire-transferred funds by Buyer to the trust account of Escrow Agent, if Buyer elects to proceed with the purchase of the Property. The Initial Deposit and Second Deposit shall be collectively referred to as the "Deposit". Failure of Buyer to pay the Second Deposit as and when required hereunder shall allow Seller to terminate this Agreement by written notice to Buyer, within 14 business days at any time until receipt and written notice of acceptance of the date hereof, into escrow. Second Deposit by Escrow Agent. (iii) The method of distribution balance of the sharesPurchase Price, liquidations of same plus or minus such amounts resulting from prorations and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated adjustments required by this Agreement, by wire transfer to the Escrow Agent's trust account no later than the close of business on the day prior to the Closing Date. (b) The Deposit shall be retained or disbursed pursuant to the provisions of this Agreement and when the Closing occurs the Deposit will be credited to Buyer on the Closing Statement against the total Purchase Price and paid to Seller. (c) The Escrow Agent shall invest the Deposit in federally insured short-term account or accounts reasonably acceptable to Buyer and Seller, the identity of which shall be supplied to Buyer and Seller. The Escrow Agent may not commingle the Deposit with other funds of Escrow Agent. Interest on the Deposit (if any) shall accrue to the benefit of Buyer unless and until the Deposit is released to Seller pursuant to the provisions of this Agreement as a result of the default of Buyer in which event interest shall accrue to the benefit of Seller. (d) The Escrow Agent is acting as a stakeholder only with respect to the Deposit, and if there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent may refuse to make delivery and may continue to hold the Deposit until receipt by the Escrow Agent of an authorization in writing, signed by both Seller and Buyer, directing the disposition of the Deposit; in the absence of any such written authorization, the Escrow Agent shall hold the Deposit until a final determination of the rights of the parties in an appropriate proceeding or shall bring an appropriate action or proceeding for leave to deposit the Deposit in a court of competent jurisdiction pending such determination. Seller and the Buyer recognize that the Escrow Agent' s duties hereunder are only as specifically provided herein and are purely ministerial in nature; and Seller and Buyer therefore agree that the Escrow Agent shall, so long as it acts in good faith, have no liability to either except for its willful misconduct or gross negligence. Seller and Buyer do hereby further indemnify the Escrow Agent against, and agree to hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in discharging its duties hereunder, except with respect to losses or liabilities or costs as a result of fraud or gross negligence of the Escrow Agent. (e) If Escrow Agent shall so request, Buyer and Seller shall immediately return to execute an escrow agreement on Escrow Agent's standard forms setting forth in detail the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess rights, duties and obligations of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase PriceEscrow Agent.

Purchase Price and Method of Payment. 3.1 The Purchase Price purchase price of the property shall be the amount stated in the information schedule the final extent of which is reflected in the plan of subdivision approved by the Surveyor-General; 3.2 The purchase price shall be the sum referred to in paragraph E of the information Schedule. 3.3 The Purchaser shall pay the purchase price to the Seller’s attorneys on demand thereof. 3.4 The PURCHASER shall pay a deposit referred to in paragraph E in cash, which amount will be deposited in an interest bearing trust account, the interest for the above purchase benefit of the PURCHASER on acceptance hereof. 3.5 The SELLER shall be $450,000 USD entitled to demand payment of the balance purchase price in paragraph E in cash, or alternatively that the PURCHASER secures payment of the balance purchase price by furnishing the SELLER or his attorney with a guarantee or undertaking of a financial institution within 21 days after being requested to do so and the said SELLER or his attorney shall be entitled to stipulate to whom and what guarantees are to be issued 3.6 All amounts payable by the Purchaser in terms of this agreement shall be paid to the Seller’s attorneys free of bank charges or commission at Stellenbosch and without deduction or set off by means of a bank guaranteed cheque or a cheque drawn by a registered South African commercial bank. 3.7 The balance of the dwelling price shall be paid to the Seller at various stages of completion of the Dwelling as set out below :- 3.7.1 an installment equivalent to 35% (THIRTY FIVE PERCENT) of the building price for the Dwelling shall be paid on completion of the foundation brickwork level excluding the slab; 3.7.2 an installment equivalent to 40% (FORTY PERCENT) of the building price for the Dwelling on completion of the building structure, roof covered and ceilings installed; 3.7.3 an installment equivalent to 20% (TWENTY PERCENT) of the building price for the Dwelling on completion of the joinery, internal and external doors, sanitary ▇▇▇▇ and wall tiling; 3.7.4 the balance of 5% (FIVE PERCENT) on the completion date after the final painting, floor tiling and carpeting have been completed. 3.8 All payments made by the Purchaser or on behalf of the Purchaser (i.e. by the relevant Financial Institutions, if applicable or by the Attorneys in shares terms of restricted stock clause 3.6) in terms of GFY (which may this clause 3 shall be traded payable upon issuing of a certificate issued and signed by the architect certifying the amount due and payable to the Seller in accordance with SEC Rule 144). Payment the provision of said Purchase Price shall be by the delivery by Buyer, within 14 business days of the date hereof, into escrow. The method of distribution of the shares, liquidations of same and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market priceclause 3.6 above. In the event that Seller cannot liquidate his shares within nine (9) months of the execution Purchaser failing to sign the relevant payment authority, the Purchaser hereby warrants and acknowledges that the Architect has full authority and obligation to act on the Purchaser’s behalf in terms of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for authority includes the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation authority of the Business and Architect to sign the right to operate relevant bank’s progress draw forms or such other forms as required by the Business, from Purchaser’s bonding institution on the Closing Date until title has passedPurchaser’s behalf. Buyer shall only be responsible for In the liabilities, costs and operating expenses event of the Business after Architect not being available to sign the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreementsaid certificate, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares is hereby authorized to exceed the Purchase Pricesign same.

Purchase Price and Method of Payment. The Purchase Price purchase price for the above purchase shall be Property is Sixteen Million Five Hundred Thousand DOLLARS and No CENTS ($450,000 USD 16,500,000.00) adjusted, if required, as provided in Sections 5 and 14 and payable as follows: (a) Two Hundred Fifty Thousand DOLLARS and No CENTS ($250,000.00) ▇▇▇▇▇▇▇ money deposit (the “First ▇▇▇▇▇▇▇ Money Deposit”) paid by Buyer to be paid in shares of restricted stock of GFY ▇▇▇▇▇▇ & ▇▇▇▇▇ LLC (which may be traded in accordance with SEC Rule 144). Payment of said Purchase Price shall be by the delivery “Escrow Agent”) within five (5) business days following receipt, by Buyer, of a copy of this Contract dated and signed by Seller. The First ▇▇▇▇▇▇▇ Money Deposit shall be held in trust by the Escrow Agent subject to such agent’s standard form of escrow agreement (the “Escrow Agreement”) which Seller and Buyer shall join in and execute and disbursed as set forth below. (b) Seven Hundred Fifty Thousand DOLLARS and No CENTS ($750,000.00) ▇▇▇▇▇▇▇ money deposit (the “Second ▇▇▇▇▇▇▇ Money Deposit”) (collectively the First ▇▇▇▇▇▇▇ Money Deposit and the Second ▇▇▇▇▇▇▇ Money Deposit are referred to herein as the “▇▇▇▇▇▇▇ Money Deposits” and are to be held pursuant to the terms of the Escrow Agreement) paid by Buyer to the Escrow Agent within 14 three (3) business days following the expiration of the date hereof, into escrow. The method of distribution Inspection Period (as hereinafter defined) in the event Buyer elects not to terminate this Contract by written notice to Seller prior to expiration of the shares, liquidations Inspection Period. (c) The balance of same Fifteen Million Five Hundred Thousand DOLLARS and application of proceeds No CENTS ($15,500,000.00) shall be payable in cash, by separate agreement completed bank wire transfer of federal funds to an account designated by Seller, or by way of a cashier’s check issued by a state or national banking institution located in Orange County, Florida, it being understood that the precise amount of cash payable at closing to complete payment of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation cash portion of the shares representing the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null may vary depending upon the applicable adjustments and void and the business shall revert back to the Seller. Seller agrees to use his best efforts to liquidate the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months of the execution of this contract, Seller must notify Buyer of this fact, in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownershipprorations, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return adjustment to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed purchase price pursuant to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase PriceSections 5 and 14 below.

Purchase Price and Method of Payment. The Purchase Price for purchase price is the above sum of N$ (EXCLUDING VAT) payable free of any deductions whatsoever by the PURCHASER to the SELLER as follows: 2.1 The purchase price shall be $450,000 USD paid to the SELLER against registration of transfer of the property into the name of the PURCHASER, which purchase price shall be secured by a guarantee or guarantees (within 30 days) acceptable to the SELLER's Conveyancers alternatively cash and which shall be lodged with the SELLER's Conveyancers or if paying cash (within 7 days), after the date of signature of this agreement by the SELLER. Any such cash paid in shares of restricted stock of GFY (which may by the PURCHASER shall be traded held by the Conveyancers in accordance with SEC Rule 144)the provisions of clause 2.2 herewith. 2.2 Not later than the 27th of October 2014, upon signature of this agreement by the PURCHASER, the PURCHASER shall pay a deposit in the sum of N$10,000-00 to ▇▇ ▇▇▇▇▇, KAUTA & HOVEKA INC. Payment The Purchaser shall pay a further sum of said Purchase Price N$3,000.00 to the seller not later than the 17th October 2014 at the Seller’s offices. Any direct deposit shall be by invested in an interest bearing trust account. Payments to the delivery by Buyer, within 14 business days Conveyancers shall be made to either of the following accounts: BANK WINDHOEK LTD - INDEPENDENCE AVENUE TRUST ACCOUNT NO: 102 664 3801 BRANCH CODE: 48 19 72 Or FIRST NATIONAL BANK LTD – INDEPENDENCE AVENUE TRUST ACCOUNT NO: 620 1677 2578 BRANCH CODE: 28 19 72 On date hereof, into escrow. The method of distribution registration of the shares, liquidations of same and application of proceeds shall be by separate agreement of the Shareholders and shall have no legal impact this Agreement once the Shares are deposited into escrow. If liquidation of the shares representing transfer the purchase price shall take no more than one (1) year. If liquidation cannot be accomplished in that time, this contract is null and void paid to the SELLER and the business shall revert back interest accrued to the SellerPURCHASER. Seller agrees to use his best efforts to liquidate All payments in terms hereof shall further be made free of exchange at the shares at prevailing market price. In the event that Seller cannot liquidate his shares within nine (9) months address of the execution of this contract, Seller must notify Buyer of this fact, Conveyancers as appointed in clause 6 hereof or at such other address or to such a person as the SELLER may nominate in writing, via certified mail or personal delivery. Upon receiving such notification, Buyer may locate a buyer for the shares, at the prevailing market price. Seller shall not unreasonably refuse to sell to the proposed buyer. Seller agrees not to release his shares to any buyers until payment has been received or otherwise guaranteed. It is understood that Seller shall not be obligated to transfer title to the Business until after the full Purchase Price has been received. It is further understood that the Buyer shall enjoy all the benefits of ownership, including, but not limited to, income or loss from the operation of the Business and the right to operate the Business, from the Closing Date until title has passed. Buyer shall only be responsible for the liabilities, costs and operating expenses of the Business after the Closing Date. Seller hereby expressly agrees that upon receipt of the full Purchase Price contemplated by this Agreement, Seller shall immediately return to the Buyer any shares remaining in Seller's possession. Seller shall not knowingly sell Shares in excess of the number needed to allow the Seller gross recovery of monies from the sale of Shares to exceed the Purchase Price.