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

Purchase Price and Terms of Payment. A. The purchase price (“Purchase Price”) for the Property shall be Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price. B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Review Period (as defined below), unless this Agreement has been sooner terminated, Purchaser shall deposit with the Escrow Agent, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”). In the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this reference. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. 8.1 The purchase price (“Purchase Price”) for the Property Price shall be Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS ($5,250,000.00) fixed and shall include packing, packing material, service fees and all costs due to invoicing. 8.2 Payments shall be paid made within the agreed terms of payment calculated from the receipt of the invoice by the addressee stated on the Closing Date by Federal funds wire transferorder, in United States dollars. The Deposit (as hereinafter defined) shall be paid by but not earlier than the Escrow Agent to Seller day on which the Product has arrived physically at closing the agreed address, and shall also be credited against the Purchase Price. B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Review Period (as defined below), unless this Agreement has been sooner terminated, Purchaser shall deposit with the Escrow Agent, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”). In the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes made in accordance with the terms other conditions that the Parties have agreed upon in writing. The term of payment shall, in the absence of any other agreement, be minimum ninety (90) days. Payment within this time is subject to conditions that the invoice is correctly addressed and conditions of this Agreement, contains all information necessary to Kalmar. 8.3 The Supplier shall follow “Kalmar Suppliers’ Instructions” found online at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase PriceKalmar Supplier portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-▇▇/▇▇▇▇▇▇▇▇▇/). If the transaction fails invoices do not meet the stated requirements, they may be returned to close due to a default on the part of Seller or if a condition set forth Supplier, which may cause delays in this Agreement for the benefit of Purchaser payments and Kalmar is not satisfied or removed and this responsible for such payment delays. 8.4 When the Purchase Agreement shall be terminated by Purchaserincludes the supply of technical documents, the Deposit calculation of time of payment shall be delivered by not commence until the Escrow Agent to Purchaser documents have been received and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referenceaccepted. C. Purchaser shall receive a credit 8.5 Payment, assembly or usage of the Product does not imply any acceptance of the delivery or of the invoiced amount. 8.6 To the extent permitted by applicable law, and in addition to any other remedy which Kalmar may have, any Kalmar unit may deduct from or set off against the Purchase Price for an any compensation, damages, indemnity or any other sum payable by the Supplier to any other Kalmar unit. This shall be regardless of the place of payment or currency of either obligation. If any obligation is unliquidated, unascertained or disputed by amount, ▇▇▇▇▇▇ may set off the undisputed amount or amount estimated by it in good faith to be the amount of the outstanding principal balance as obligation. 8.7 Whenever ▇▇▇▇▇▇ is entitled to a set-off, ▇▇▇▇▇▇ can make a declaration to the Supplier that his claim/s will be set off against ▇▇▇▇▇▇’▇ counterclaim/s which results in the exhaustion of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) Parties’ obligations up to the amount they are equal in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),value.

Purchase Price and Terms of Payment. A. The purchase price (“Purchase Price”) for the Property shall be Five Million Two Hundred Fifty Thousand and 00/100 Interests is SIXTY FIVE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($5,250,000.0065,150,000.00); provided, however, under certain circumstances, as set forth in Section 3(b) and shall hereof, the Purchase Price is subject to be paid on increased based upon the Closing Date by Federal funds wire transfer, in United States dollarscost to defease all or a part of the Indebtedness. The Deposit (as hereinafter defined) Purchase Price shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price.Buyer as follows: B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company A. Within three (“Escrow Agent”), within two (23) business days after the Effective Date, Buyer shall deposit the sum of Twenty Five Thousand Dollars, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($25,000.00500,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Review Period (as defined below), unless this Agreement has been sooner terminated, Purchaser shall deposit with the Escrow AgentAgent and the Escrow Agent shall deposit the ▇▇▇▇▇▇▇ Money (hereinafter defined) in an interest bearing account. Buyer shall be entitled to all interest accumulating on the ▇▇▇▇▇▇▇ Money, unless Seller is entitled to retain the ▇▇▇▇▇▇▇ Money as liquidated damages pursuant to the terms of Section 14 below. The initial $500,000 deposit together with interest on all such amounts shall hereinafter collectively be called the “▇▇▇▇▇▇▇ Money.” Buyer’s taxpayer identification number is ▇▇-▇▇▇▇▇▇▇. B. Upon Closing and subject to the provisions of Section 3(b) hereof, the additional sum of Twenty Five Thousand Dollars Indebtedness shall not be discharged or released ($25,000.00) whether by pay off or defeasance, as applicable), but shall remain outstanding after Closing and the Buyer shall assume such Indebtedness. The Indebtedness, and all documents executed in connection therewith, is listed on Schedule 6 attached hereto and made a part hereof (hereinafter, the “Second DepositLoan Documents”). C. Upon Closing, the ▇▇▇▇▇▇▇ Money shall be applied against the Purchase Price, and the balance of the Purchase Price (subject to the adjustments set forth in paragraph D below) shall be paid to Seller by wire transfer of immediately available funds pursuant to written instructions from Seller. In the event If this Agreement is not so terminated pursuant the provisions hereof and the Second Deposit Buyer is not paid to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability default under Section 3 of this Agreement. As used in this Agreement, “Deposit” then Buyer shall refer collectively be entitled to a return of the ▇▇▇▇▇▇▇ Money. D. The amount of cash payable at Closing shall be equal to the Initial Deposit amount of the Purchase Price less the amount of Indebtedness (principal and interest) actually assumed by Buyer at Closing (and not defeased) and for which the Second DepositCompanies are released from liability. Seller acknowledges and agrees that: (a) the Exploration Indebtedness will have an outstanding principal balance of approximately $3,444,276.00 as of December 31, together with 2003, a fixed interest rate of 8.6251% and a maturity date of June 26, 2009; (b) the Exploration III Indebtedness will have an outstanding principal balance of approximately $3,057,761.00 as of December 31, 2003, a fixed interest rate of 8.75% and a maturity date of August 1, 2007; and (c) the Red Cedar Indebtedness will have an outstanding principal balance of approximately $4,104,082.00 as of December 31,2003, a fixed interest rate of 7.7% and a maturity date of November 1, 2007. E. Notwithstanding any contrary provision contained herein, the Purchase Price shall also be increased at Closing by an amount equal to the total amount of all interest earned thereon, if any. If escrow amounts held by the transaction contemplated holder or holders of all Loans assumed by this Agreement closes in accordance with the terms and conditions of this Agreement, Buyer at Closing, as defined belowincluding, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement without limitation, escrows for the benefit of Purchaser is not satisfied or removed taxes, insurance, leasing upfit costs and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referenceleasing commissions. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. (a) The purchase price for the Purchased Lands shall be $ plus GST (“the "Purchase Price”"), payable as follows: i. Initial Deposit - The sum of $10,000.00 payable by cheque to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust within five (5) for business days of the Property shall be Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS Vendor’s acceptance hereof ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price"Vendor's Broker"). B. Purchaser shall deposit with the Pittsburgh office ii. Second Deposit- The sum of Chicago Title Insurance Company $25,000.00 payable by cheque to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust within five (“Escrow Agent”), within two (25) business days after the Effective Date, date on which the sum Purchaser’s conditions have been either satisfied or waived: iii. Balance of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration Purchase Price The balance of the Review Period Purchase Price (+/- adjustments) shall be due and payable to the Vendor's Solicitor on the Closing Date. (b) Deposit(s) - The deposit(s) shall be made payable to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group. The deposit(s) shall be held by ▇▇▇▇ ▇▇▇▇▇▇ Realty Group as defined below)trustee for the Purchaser and same shall be returned to the Purchaser, unless without deduction, interest or other charge of any kind, if this Agreement is not accepted by the Vendor. After this Agreement has been sooner terminated, Purchaser shall deposit with accepted by the Escrow AgentVendor, the additional sum of Twenty Five Thousand Dollars ($25,000.00deposit(s) (the “Second Deposit”). In the event this Agreement is not so terminated shall be held by ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust, and the Second Deposit is not paid deposit(s) shall, subject to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, be paid or credited to the Vendor as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward part of the Purchase Price. If Price when the transaction fails to close due to a default on Vendor has carried out the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of Vendor's obligations under this Agreement. If the transaction fails Purchaser defaults under its obligations hereunder, the Vendor shall be entitled to close retain the deposit(s) without prejudice to its right to claim such other damages or relief to which it may be entitled to in law or in equity. (c) Interest - Any monies which are not paid on or before the date that they are due to a default on for payment, shall bear interest at the part rate of PurchaserTwelve (12%) percent per annum, Seller shall have compounded half yearly not in advance and computed from the applicable remedies set forth date that those monies are due until paid in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement full to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referenceVendor. Said interest shall be paid on demand. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. The purchase price (“Purchase Price”) for the Property shall be Five Eleven Million Two Eight Hundred Fifty Thousand and 00/100 DOLLARS Dollars ($5,250,000.0011,850,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit . B. One Hundred Thousand and 00/100 Dollars (as hereinafter defined$100,000.00) (the “Initial Deposit”) shall be paid deposited by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price. B. Purchaser shall deposit in escrow with the Pittsburgh office of Chicago Landguard Title Services, LLC, a Florida limited liability company, as agent for Fidelity National Title Insurance Company Company, as escrow agent (the “Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two one (21) business days day after the expiration of the Review Period (as defined below), unless this Agreement Contract has been sooner terminated, Purchaser shall deposit with the Escrow Agent, the an additional sum of Twenty Five One Hundred Thousand and 00/100 Dollars ($25,000.00100,000.00) (the “Second Deposit”). In ) with Escrow Agent, where the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability be non-refundable except as provided for the Second Deposit and any liability under Section 3 of this Agreementherein. As used in this AgreementContract, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement Contract closes in accordance with the terms and conditions of this AgreementContract, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement Contract for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaserremoved, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this AgreementPurchaser. If the transaction fails to close due to a default on the part of Purchaser, the Deposit shall be delivered by the Escrow Agent to Seller shall have the applicable remedies set forth as Seller’s sole and exclusive remedy, as more particularly provided for in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referencebelow. C. Purchaser shall receive a credit against The remaining balance of the Purchase Price for an amount of the outstanding principal balance as of shall be payable in cash, or by wire transfer or other immediately available funds, to Seller on the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),Date.

Purchase Price and Terms of Payment. A. 8.1 The purchase price (“Purchase Price”) for the Property Price shall be Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS ($5,250,000.00) fixed and shall include packing, packing material, any service fees and all costs due to invoicing. 8.2 Payments shall be paid made within the agreed terms of payment calculated from the receipt of the invoice by the addressee stated on the Closing Date by Federal funds wire transferorder, in United States dollars. The Deposit (as hereinafter defined) shall be paid by but not earlier than the Escrow Agent to Seller day on which the Product have arrived physically at closing the agreed address, and shall also be credited against the Purchase Price. B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Review Period (as defined below), unless this Agreement has been sooner terminated, Purchaser shall deposit with the Escrow Agent, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”). In the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes made in accordance with the terms other conditions that the Parties have agreed upon in writing. The term of payment shall, in the absence of any other agreement, be a minimum ninety (90) days. Payment within this time is subject to conditions that the invoice is correctly addressed and conditions of this Agreement, at Closing, as defined below, contains all information necessary to MacGregor. 8.3 The Supplier shall follow MacGregor’s instruction for the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Priceprocess. If the transaction fails invoices do not meet the stated requirements, they may be returned to close due to a default on the part of Seller or if a condition set forth Supplier, which may cause delays in this Agreement for payments and the benefit of Purchaser is not satisfied or removed and this responsible for such payment delays. 8.4 When the Purchase Agreement shall be terminated by Purchaserincludes the supply of technical documents, the Deposit calculation of time of payment shall be delivered by not commence until the Escrow Agent to Purchaser documents have been received and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referenceaccepted. C. Purchaser shall receive a credit 8.5 Payment, assembly or usage of the Product does not imply any acceptance of the delivery or of the invoiced amount. 8.6 To the extent permitted by applicable law, and in addition to any other remedy which MacGregor may have, any MacGregor unit may deduct from or set off against the Purchase Price for an any compensation, damages, indemnity or any other sum payable by the Supplier to any other MacGregor unit. This shall be regardless of the place of payment or currency of either obligation. If any obligation is unliquidated, unascertained or disputed by amount, ▇▇▇▇▇▇▇▇▇ may set off the undisputed amount or amount estimated by it in good faith to be the amount of the outstanding principal balance as of obligation. 8.7 Whenever ▇▇▇▇▇▇▇▇▇ is entitled to a set-off, ▇▇▇▇▇▇▇▇▇ can make a declaration to the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) Supplier that his claim/s will be set off against ▇▇▇▇▇▇▇▇▇’▇ counterclaim/s which results in the original exhaustion of both the Parties’ obligations up to the amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),they are equal in value.

Purchase Price and Terms of Payment. A. The purchase price for the Property (“Purchase Price”) for the Property shall be Five Three Million Two Hundred Fifty Thousand and 00/100 DOLLARS NO/100 Dollars ($5,250,000.00) 3,000,000.00), and shall consist of and be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit payable as follows: (as hereinafter defineda) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price. B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company Within one (“Escrow Agent”), within two (21) business days day after the Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, as an additional deposit, the sum of Twenty Five Fifteen Thousand Dollars, and NO/100 Dollars ($25,000.0015,000.00) (together with all interest accrued thereon, the “Initial Deposit”). Within two If this Agreement is not terminated pursuant to Section 2.3, within one (21) business days day after the expiration of the Review Period Due Diligence Period, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Fifteen Thousand and NO/100 Dollars ($15,000.00) (together with all interest accrued thereon, the “Additional Deposit”; the Initial Deposit together with the Additional Deposit shall hereinafter individually and collectively be referred to as defined the “Deposit”). The Deposit shall be non-refundable to Purchaser, except (i) if a condition precedent to Purchaser’s obligations as set forth in Section 10.2 below is not satisfied or cured as of the Closing Date and such failure is not due to a default by Purchaser, or (ii) as specifically provided in Section 2.3, Section 4.3, Section 9.4, Section 10.3 or Section 11.2 below), unless and in any such event Purchaser’s right to such refund will survive any termination of this Agreement has been sooner terminatedAgreement. The Deposit shall be applied to the Purchase Price on the Closing Date. (b) Not later than 1:00 p.m. (Eastern Time) on the Closing Date, Purchaser shall deposit with the Escrow Agent, in Good Funds, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”). In the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration balance of the Review PeriodPurchase Price, Seller may terminate reduced or increased by such amounts as are required to take into account any prorations, credits, costs or other adjustments which are required by this Agreement and receive which can be computed and determined as of the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability time for the Second Deposit and any liability required deposit hereunder. The amount to be paid under this Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively 2.2(b) is referred to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (as the “Escrow AgreementClosing Payment.”) attached hereto as Exhibit “E” and incorporated herein by this reference. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. The purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property Premises shall be Five the sum of Four Million Two Seven Hundred Fifty Thirty-One Thousand and 00/100 DOLLARS ($5,250,000.004,731,000) Dollars, the entire amount of which is included in the principal of the Promissory Note (Balance) (as defined in the Asset Purchase Agreement) delivered by Buyer to Seller at Closing pursuant to the Asset Purchase Agreement. The Promissory Note (Balance) will be secured by the Mortgage encumbering the Premises, which also is to be delivered by Buyer to Seller at Closing pursuant to the Asset Purchase Agreement. The purchase price is allocated $2,200,000 to land and the balance to buildings and improvements. CONDITION OF TITLE Title to the Premises shall be conveyed by Seller by good and sufficient special warranty deed, describing the Real Property as set forth in Exhibit "A" free and clear of all liens, encumbrances, easements, restrictions, leases, tenancies and other rights of use or occupancy and objections except those title exceptions set forth on Exhibit "B" attached hereto and made a part hereof. Title to the Premises shall be conveyed in fee simple and shall be paid good and marketable and insurable for the benefit of Buyer as such at regular rates by Chicago Title Insurance Corporation (the "Title Company"), subject only to those title exceptions set forth on the Exhibit "B" but not subject to any exception or exclusion for so-called "mechanic liens" or "creditors rights." If Closing Date by Federal funds wire transferoccurs, in United States dollars. The Deposit (as hereinafter defined) search and title insurance costs shall be paid by Buyer. If, at or before Closing, it appears that the Escrow Agent Premises may be or is subject to monetary encumbrances, mechanics' or material men's liens, Seller shall at closing Seller's cost and expense, pay all liens or at Seller's option Seller shall be credited against provide the Purchase Price. B. Purchaser shall deposit Title Company with the Pittsburgh office of Chicago such assurances as Title Insurance Company (“Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, ($25,000.00) (the “Initial Deposit”). Within two (2) business days after the expiration of the Review Period (may require in order for Title Company to remove said items as defined below), unless this Agreement has been sooner terminated, Purchaser shall deposit with the Escrow Agent, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”)exceptions to Buyer's title insurance policy. In the event title to the Premises in accordance with this Agreement is cannot so terminated and be conveyed by Seller, for reasons other than a monetary lien or liens, Buyer shall have the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration option of the Review Periodtaking such title as Seller can give, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereonwithout abatement of price or, in which event the alternative, of terminating this Agreement, whereupon neither party shall have any further liability rights, duties or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability obligations under Section 3 of this Agreement. As used Seller shall discharge all monetary liens against the Premises on or before Closing hereunder. Nothing contained in this Agreementparagraph however, “Deposit” shall refer collectively to relieve the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated Seller of any of its obligations under this Agreement except as expressly altered by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this reference3.4. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. (a) The purchase price for the Purchased Lands shall be $ plus GST (“the "Purchase Price”"), payable as follows: i. Initial Deposit - The sum of $10,000.00 payable by cheque to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust within five (5) for business days of the Property shall be Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS Vendor’s acceptance hereof ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price"Vendor's Broker"). B. Purchaser shall deposit with the Pittsburgh office ii. Second Deposit- The sum of Chicago Title Insurance Company $25,000.00 payable by cheque to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust within five (“Escrow Agent”), within two (25) business days after the Effective date on which the Purchaser’s conditions have been either satisfied or waived: iii. Balance of Purchase Price The balance of the Purchase Price (+/- adjustments) shall be due and payable to the Vendor's Solicitor on the Closing Date. If part of the purchase price is paid by the proceeds of a new mortgage to be arranged by the Purchaser, the sum payment of Twenty Five Thousand Dollars, ($25,000.00) (such part may be delayed by the “Initial Deposit”). Within two (2) business days after the expiration time reasonably necessary for registration of the Review Period mortgage in the Land Titles Office and for the registration to be reported to the mortgagee, and such part of the purchase price shall bear interest payable to the Vendor at the same rate as the new mortgage being arranged by the Purchaser from the Closing Date until paid. (b) Deposit(s) - The deposit(s) shall be made payable to ▇▇▇▇ ▇▇▇▇▇▇ Realty Group The deposit(s) shall be held by ▇▇▇▇ ▇▇▇▇▇▇ Realty Group as defined below)trustee for the Purchaser and same shall be returned to the Purchaser, unless without deduction, interest or other charge of any kind, if this Agreement is not accepted by the Vendor. After this Agreement has been sooner terminated, Purchaser shall deposit with accepted by the Escrow AgentVendor, the additional sum of Twenty Five Thousand Dollars ($25,000.00deposit(s) (the “Second Deposit”). In the event this Agreement is not so terminated shall be held by ▇▇▇▇ ▇▇▇▇▇▇ Realty Group in trust, and the Second Deposit is not paid deposit(s) shall, subject to the Escrow Agent within two (2) business days after the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, be paid or credited to the Vendor as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward part of the Purchase Price. If Price when the transaction fails to close due to a default on Vendor has carried out the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of Vendor's obligations under this Agreement. If the transaction fails Purchaser defaults under its obligations hereunder, the Vendor shall be entitled to close retain the deposit(s) without prejudice to its right to claim such other damages or relief to which it may be entitled to in law or in equity. (c) Interest - Any monies which are not paid on or before the date that they are due to a default on for payment, shall bear interest at the part rate of PurchaserTwelve (12%) percent per annum, Seller shall have compounded half yearly not in advance and computed from the applicable remedies set forth date that those monies are due until paid in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement full to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and incorporated herein by this referenceVendor. Said interest shall be paid on demand. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. (a) The total purchase price of the Property (the “Purchase Price”) for the Property shall be Five is Two Million Two Hundred Fifty Thousand and 00/100 DOLLARS Dollars ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price$ 2,000,000). B. (b) On the Effective Date (described in § 12 (f) below), Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two (2) business days after the Effective Date, the sum of Twenty Five Thousand Dollars, Dollars ($25,000.00$ 25,000) (the “Initial Deposit”). Within two , with the Law Offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Seller’s Attorney (2referred to herein the “Escrow Agent”). (c) business days after If Purchaser does not terminate this Agreement on or before the expiration of the Review Feasibility Period (as defined described in § 3 (c) below), unless the Initial Deposit shall be nonrefundable to Purchaser except in the event of Seller’s default hereunder or as otherwise provided in this Agreement has been sooner terminatedand, in addition, on or before the expiration of the Feasibility Period, Purchaser shall deposit with deliver to the Escrow Agent, by cashier's check (subject to deposit and clearance) or wire transfer of immediately available federal funds, the additional sum of Twenty Five Fifty Thousand Dollars ($25,000.00$ 50,000) (the “Second Additional Deposit”). In The Initial Deposit and the event Additional Deposit (together with interest thereon, if any) is herein the “Deposit”. The Escrow Agent shall hold the Deposit in an non interest bearing Interest on Lawyer’s Account (“▇▇▇▇”) federally-insured account. Failure to timely make the Deposit shall be a default under this Agreement. If Purchaser fails to timely deposit the Additional Deposit, Seller may, at its option, without limitation upon any other remedy available to Seller but subject to Section 7 hereof, immediately terminate this Agreement is not so terminated by delivering written notice to Purchaser at any time prior to Purchaser’s actual deposit of the Additional Deposit with the Escrow Agent. (d) The parties shall execute and the Second Deposit is not paid to deliver escrow instructions, if any, reasonably required by the Escrow Agent within two (2) business days after which must in all respects be in compliance with the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 terms of this Agreement. As used The Escrow Agent shall acknowledge receipt of the Deposit in this Agreement, “Deposit” shall refer collectively writing to the Initial parties and agree to accept, hold, and return such Deposit and the Second Depositdisburse any funds received hereunder, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 provisions of this Agreement. If the transaction fails contemplated herein should fail to close due for any reason other than Purchaser’s default and failure to a cure that default on hereunder, the part of Deposit shall be returned to Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement herein to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement Purchaser must provide written notice to Seller on or before the last day of the Feasibility Period affirmatively stating that it does not desire to proceed to Closing (the “Escrow AgreementAffirmative Notice”) attached hereto ). If the Purchaser timely provides this written notice, this Agreement shall automatically terminate, the Deposit shall be refunded to the Purchaser, and neither party will thereafter have any further liability to the other (except for liabilities which expressly survive termination). If the Purchaser does not deliver an Affirmative Notice to Seller on or before the last day of the Feasibility Period, the Deposit shall become non-refundable to Purchaser for any reason other than a default by Seller or as Exhibit “E” and incorporated herein by this referenceexpressly provided in § 4 or § 7 hereof. C. (e) At the Closing (described in § 5 (a) below), (i) the Deposit shall be applied toward the Purchase Price, and (ii) Purchaser shall receive a credit against pay the balance of the Purchase Price for an amount of by cashier’s check, certified check, or wire transferring the outstanding principal balance as of required sum in currently available funds to the Closing Date of a loan currently held by Bank of AmericaSeller. Purchase and Sale Agreement ▇▇▇▇▇▇▇▇▇ Ave. Yonkers. (November 2005) • Page 3 Enclaves Group, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),Inc.

Purchase Price and Terms of Payment. A. (a) The total purchase price of the Property (the “Purchase Price”) for the Property shall be is Five Million Two One Hundred Fifty Thousand and 00/100 DOLLARS Dollars ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price$ 5,100,000). B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two b) Within three (23) business days after the Effective DateDate (described in § 12 (f) below), Purchaser shall deposit the sum of Twenty Five Fifty Thousand Dollars, Dollars ($25,000.00$ 50,000) by cashier's check (subject to deposit and clearance) or wire transfer of immediately available federal funds (the “Initial Deposit”), with ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇▇, P.A., Attn.: ▇▇▇▇▇ ▇. Within two ▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, [(2▇▇▇) business days after ▇▇▇-▇▇▇▇ • Fax (▇▇▇) ▇▇▇-▇▇▇▇ • Email: ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇] (“Escrow Agent”). (c) If Purchaser does not terminate this Agreement on or before the expiration of the Review Feasibility Period (as defined described in § 3 (c) below), unless the Initial Deposit shall be nonrefundable to Purchaser except in the event of Seller’s default hereunder or as otherwise provided in this Agreement has been sooner terminatedand, in addition, on or before the expiration of the Feasibility Period, Purchaser shall deposit with deliver to the Escrow Agent, by cashier's check (subject to deposit and clearance) or wire transfer of immediately available federal funds, the additional sum of Twenty Five Two Hundred Fifty Thousand Dollars ($25,000.00$ 250,000) (the “Second Additional Deposit”). In The Initial Deposit and the event Additional Deposit (together with interest thereon, if any) is herein the “Deposit”. The Escrow Agent shall hold the Deposit in an interest bearing federally-insured account and interest thereon shall be credited to the Purchaser and disbursed with the Deposit. Failure to timely make the Deposit shall be a default under this Agreement. If Purchaser fails to timely deposit the Additional Deposit, Seller may, at its option, without limitation upon any other remedy available to Seller but subject to § 7 hereof, immediately terminate this Agreement is not so terminated by delivering written notice to Purchaser at any time prior to Purchaser’s actual deposit of the Additional Deposit with the Escrow Agent. Purchase and the Second Deposit is not paid to Sale Agreement ▇▇▇▇▇▇▇ Property Holding, LLC (February 2006) • Page 2 Enclaves Group, Inc. (d) The parties shall execute and deliver escrow instructions, if any, reasonably required by the Escrow Agent within two (2) business days after which must in all respects be in compliance with the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 terms of this Agreement. As used The Escrow Agent shall acknowledge receipt of the Deposit in this Agreement, “Deposit” shall refer collectively writing to the Initial parties and agree to accept, hold, and return such Deposit and the Second Depositdisburse any funds received hereunder, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 provisions of this Agreement. If the transaction fails contemplated herein should fail to close due for any reason other than Purchaser’s default and failure to a cure that default on hereunder, the part of Deposit shall be returned to Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement herein to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement Purchaser must provide written notice to Seller on or before the last day of the Feasibility Period affirmatively stating that it does not desire to proceed to Closing (the “Escrow AgreementAffirmative Notice”) attached hereto ). If the Purchaser timely provides this written notice, this Agreement shall automatically terminate, the Deposit shall be refunded to the Purchaser, and neither party will thereafter have any further liability to the other (except for liabilities which expressly survive termination). If the Purchaser does not deliver an Affirmative Notice to Seller on or before the last day of the Feasibility Period, the Deposit shall become non-refundable to Purchaser for any reason other than a default by Seller or as Exhibit “E” and incorporated herein by this referenceexpressly provided in § 4 or § 7 hereof. C. (e) At the Closing (described in § 5 (a) below), (i) the Deposit, including all accrued interest thereon, shall be applied toward the Purchase Price, and (ii) Purchaser shall receive a credit against pay the balance of the Purchase Price for an amount of by delivery cashier’s check, certified check, or wire transferring the outstanding principal balance as of required sum in currently available funds to the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 party conducting settlement (the “MortgageSettlement Company”),. Tender of the Purchase Price and instruments, certificates, and documents required respectively from Purchaser or Seller shall constitute tender of performance by the applicable party at Closing.

Purchase Price and Terms of Payment. A. The aggregate purchase price for the Properties (“Purchase Price”) for the Property shall be Fifty Five Million Two Hundred Fifty Thousand and 00/100 DOLLARS NO/100 Dollars ($5,250,000.00) 55,000,000.00), allocated among the Properties as indicated on Exhibit “A-2”, and shall consist of and be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit payable as follows: (as hereinafter defineda) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price. B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company Within one (“Escrow Agent”), within two (21) business days day after the Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Twenty Two Hundred Seventy Five Thousand Dollars, and NO/100 Dollars ($25,000.00275,000.00) (together with all interest accrued thereon, the “Initial Deposit”). Within two If this Agreement is not terminated pursuant to Section 2.3, within one (21) business days day after the expiration of the Review Period Due Diligence Period, Purchaser shall deliver to Escrow Agent, in Good Funds, as an additional deposit, the sum of Two Hundred Seventy Five Thousand and NO/100 Dollars ($275,000.00) (together with all interest accrued thereon, the “Additional Deposit”; the Initial Deposit together with the Additional Deposit shall hereinafter individually and collectively be referred to as defined the “Deposit”). The Deposit shall be non-refundable to Purchaser, except (i) if a condition precedent to Purchaser’s obligations as set forth in Section 10.2 below is not satisfied or cured as of the Closing Date and such failure is not due to a default by Purchaser, or (ii) as specifically provided in Section 2.3, Section 4.3, Section 9.4, Section 10.3 or Section 11.2 below), unless and in any such event Purchaser’s right to such refund will survive any termination of this Agreement has been sooner terminatedAgreement. The Deposit shall be applied to the Purchase Price on the Closing Date. (b) Not later than 1:00 p.m. (Eastern Time) on the Closing Date, Purchaser shall deposit with the Escrow Agent, in Good Funds, the additional sum of Twenty Five Thousand Dollars ($25,000.00) (the “Second Deposit”). In the event this Agreement is not so terminated and the Second Deposit is not paid to the Escrow Agent within two (2) business days after the expiration balance of the Review PeriodPurchase Price, Seller may terminate reduced or increased by such amounts as are required to take into account any prorations, credits, costs or other adjustments which are required by this Agreement and receive which can be computed and determined as of the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability time for the Second Deposit and any liability required deposit hereunder. The amount to be paid under this Section 3 of this Agreement. As used in this Agreement, “Deposit” shall refer collectively 2.2(b) is referred to the Initial Deposit and the Second Deposit, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 of this Agreement. If the transaction fails to close due to a default on the part of Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Escrow Agent’s duties and responsibilities are set forth in the escrow agreement (as the “Escrow AgreementClosing Payment.”) attached hereto as Exhibit “E” and incorporated herein by this reference. C. Purchaser shall receive a credit against the Purchase Price for an amount of the outstanding principal balance as of the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 (the “Mortgage”),

Purchase Price and Terms of Payment. A. (a) The total purchase price of the Property (the “Purchase Price”) for the Property shall be Five is Seven Million Two One Hundred Fifty Thousand and 00/100 DOLLARS Dollars ($5,250,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars. The Deposit (as hereinafter defined) shall be paid by the Escrow Agent to Seller at closing and shall be credited against the Purchase Price7,100,000). B. Purchaser shall deposit with the Pittsburgh office of Chicago Title Insurance Company (“Escrow Agent”), within two b) Within ten (210) business days after the Effective Date, Purchaser shall deposit the sum of Twenty Five One Hundred Thousand Dollars, Dollars ($25,000.00$ 100,000) (the “Initial Deposit”). Within two , with Purchaser’s title company identified in § 4 below, which will act as escrow agent (2the “Escrow Agent”). (c) business days after At the expiration end of the Review Feasibility Study Period (as defined described in § 3 below), unless and subject to the automatic termination of this Agreement has been sooner terminatedif Purchaser does not deliver an Affirmative Notice to Seller, Purchaser shall deposit the Deposit and any and all interest accrued thereon (collectively, the “Deposit”) with the Escrow AgentAgent shall become nonrefundable, subject to the additional sum terms of Twenty Five Thousand Dollars this Agreement. ($25,000.00d) (the “Second Deposit”). In the event this Agreement is not so terminated The parties shall execute and the Second Deposit is not paid deliver escrow instructions reasonably satisfactory to the Escrow Agent within two (2) business days after and otherwise in compliance with the expiration of the Review Period, Seller may terminate this Agreement and receive the Initial Deposit and any interest thereon, in which event neither party shall have any further liability or responsibility hereunder other than Purchaser’s liability for the Second Deposit and any liability under Section 3 terms of this Agreement. As used The Escrow Agent shall acknowledge receipt of the Deposit in this Agreement, “Deposit” shall refer collectively writing to the Initial parties and agree to accept, hold, and return such Deposit and the Second Depositdisburse any funds received hereunder, together with all interest earned thereon, if any. If the transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement, at Closing, as defined below, the Deposit shall be delivered by the Escrow Agent to Seller as payment toward the Purchase Price. If the transaction fails to close due to a default on the part of Seller or if a condition set forth in this Agreement for the benefit of Purchaser is not satisfied or removed and this Agreement shall be terminated by Purchaser, the Deposit shall be delivered by the Escrow Agent to Purchaser and Purchaser shall have the applicable remedies set forth in Section 13 provisions of this Agreement. If the transaction fails contemplated herein should fail to close due for any reason other than Purchaser’s default and failure to a cure that default on hereunder, the part of Deposit shall be returned to Purchaser, Seller shall have the applicable remedies set forth in Section 3 and Section 14 of this Agreement. Notwithstanding any provision of this Agreement herein to the contrary, Escrow Agent’s duties and responsibilities are set forth in should Purchaser not provide written notice to Seller on or before the escrow agreement last day of the Feasibility Period affirmatively stating that it desires to proceed to Closing (the “Affirmative Notice”), this Agreement shall automatically terminate, the Deposit shall be refunded to the Purchaser, and neither party will thereafter have any further liability to the other (except for liabilities which expressly survive termination). If the Purchaser does deliver an Affirmative Notice to Seller on or before the last day of the Feasibility Period, the Deposit shall become non-refundable to Purchaser for any reason other than a default by Seller or as expressly provided in §§ 4 or 7 hereof. Failure to make the Deposit shall be a default under this Agreement. The Escrow Agreement”Agent shall hold the Deposit in an interest bearing federally-insured account and interest thereon shall be credited to the Purchaser and disbursed with the Deposit. Purchase and Sale Agreement Grand Oaks Development, LLC (October 2005) attached hereto as Exhibit “E” • Page 5 > Enclaves Group, Inc. (e) At the Closing (described in § 5 (a) below), (i) the Deposit, including all accrued interest thereon, shall be applied toward the Purchase Price, and incorporated herein by this reference. C. (ii) Purchaser shall receive a credit against pay the balance of the Purchase Price for an amount of by cashier’s check, certified check, or wire transferring the outstanding principal balance as of required sum in currently available funds to the Closing Date of a loan currently held by Bank of America, (“Mortgagee”) in the original amount of Four Million Two Hundred and Fifty Thousand ($4,250,000.00), having a principal balance as of February 28, 2013, of $4,231,428.96 party conducting settlement (the “MortgageSettlement Company”),.