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 THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase aggregate price (the “Purchase Price”) to be paid by Purchaser to Seller for the Property shall be THREE HUNDRED EIGHTYOne Hundred Sixty-THREE MILLION AND 00/100 DOLLARS Two Million One Hundred Forty-One Thousand Fifty-One and No/100 Dollars ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars162,141,051.00), subject to adjustment adjustments and prorations as provided for set forth in Section 7 hereofthis Agreement. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to among the Norfolk Property; $44,000,000.00 allocated to MOBs in the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller manner set forth on the Closing Date and the entire Deposit shall be credited against the Purchase Pricetable attached hereto as Exhibit 2.2(a). (b) Subject to Section 6(a) belowAdditionally, on the Closing Date Purchaser shall accept title parties acknowledge and agree that the portion of the Purchase Price allocated to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by MOBs located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp.Boulevard, Commercial Mortgage Pass-Through CertificatesCharlotte, Series 2004-C1 North Carolina, and commonly known as “University Medical Park” (“University Medical Park”) includes a payment (the “Norfolk Existing LenderCapital Improvements Contribution”) in the amount of $250,000 by Purchaser to Seller for the purpose of contributing to the cost to be incurred by Seller in connection with Seller’s installation of certain capital improvements to common areas located within such MOBs (collectively, the “Common Area Capital Improvements”). Seller agrees to use the Capital Improvements Contribution for the purpose of installing Common Area Capital Improvements solely to the University Medical Park MOBs, and Seller’s allocation of the Capital Improvements Contribution among the various University Medical Park MOBs shall be subject to the prior written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed. In this regard, Purchaser shall receive either approve or disapprove any such proposed allocation of the Capital Improvements Contribution within ten (10) business days after Purchaser’s receipt of a credit against written request for approval from Seller by providing written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable. If Purchaser shall fail to deliver written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable, within said ten (10) business-day period, then Purchaser shall be deemed conclusively to have approved such proposed allocation of the Purchase Price Capital Improvements Contribution. Prior to commencing any Common Area Capital Improvements to be funded, in an amount equal whole or in part, by the Capital Improvements Contribution, Seller shall deliver reasonably detailed plans and specifications for such Common Area Capital Improvements to Purchaser for Purchaser’s review and approval, such approval not to be unreasonably withheld conditioned or delayed. In this regard, Purchaser shall either approve or disapprove any such plans and specifications within ten (10) business days after Purchaser’s receipt of a written request for approval from Seller by providing written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable. If Purchaser shall fail to deliver written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable, within said ten (10) business-day period, then Purchaser shall be deemed conclusively to have approved such plans and specifications. Seller shall not be obligated to commence or complete any such Common Area Capital Improvements prior to Closing; provided, however, subject to matters of force majeure, Seller shall complete or cause to be completed any Common Area Capital Improvements in a lien-free manner within a period of nine (9) months after the date on which plans and specifications for such Common Area Capital Improvements are approved or deemed approved by Purchaser. The Ground Leases for the University Medical Park MOB Site shall include (i) a reservation for Seller’s benefit of a temporary license to enter upon the University Medical Park MOB Site and into the University Medical Park MOBs for the purpose of installing the Common Area Capital Improvements, and (ii) provisions (A) governing the completion of the same in a lien-free manner, (B) obligating Seller to use commercially reasonable efforts during its entry upon the University Medical Park MOB Site and into the University Medical Park MOBs to minimize interference with the operation of the University Medical Park MOBs and of the businesses of the occupants of the University Medical Park MOBs, and (C) containing customary and commercially reasonable indemnity and repair and restoration obligations on the part of Seller relating to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Datesame. The Seller terms and provisions in this Section 2.2(b) shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingsurvive Closing indefinitely. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the The Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan shall be unconditionally and irrevocably paid by Purchaser as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.follows:

Purchase Price and Terms of Payment. (a) The total purchase price of the Property (the “Purchase Price”) for is Five Million Dollars ($ 5,000,000), determined by the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS parties based upon assumed final municipal approvals being available which would allow the construction of Two Hundred Fifty ($383,000,000.00250) and shall be paid residential units on the Closing Date by Federal funds wire transferProperty; provided that in the event the Final Municipal Approvals (described in § 1 (c) above) only allow the construction of a number (“Allowed Units”) of residential units fewer than Two Hundred Fifty (250), in United States dollars, subject to adjustment as provided for in Section 7 hereof. The then the Purchase Price shall be allocated reduced by an amount equal to Twenty Thousand Dollars ($ 20,000) times the difference between Two Hundred Fifty (250) and the Allowed Units. Under § 9 (f) below it is required that the Final Municipal Approvals shall allow construction of no fewer than Two Hundred Ten (210) residential units at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated Purchaser’s right to all remaining Properties; provided, however, during waive that condition to Closing is subject to the Feasibility Period, Seller shall provide Purchaser with an allocation of requirement that the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation in that event shall be subject determined as if the number of Allowed Units is Two Hundred Ten (210) and without regard to Purchaser’s reasonable approval. The Additional Deposit shall be paid by any smaller number allowed under the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase PriceFinal Municipal Approvals. (b) Subject to Section 6(aWithin three (3) business days after the Effective Date (described in § 12 (f) below), on the Closing Date Purchaser shall accept title to deposit the Norfolk Property subject to the lien sum of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Twenty Five Thousand Dollars ($30,000,000$ 25,000) (the “Norfolk Existing LoanInitial Deposit”), executed with the title insurance company selected by ▇▇▇ Purchaser located in the Hartford metropolitan area (the “Title Agent” or “Escrow Agent” or “Settlement Company”). (c) If Purchaser does not terminate this Agreement on or before the expiration of the Feasibility Period (described in § 3 (c) below), the Initial Deposit shall be nonrefundable to Purchaser except in the event of Seller’s default hereunder or as otherwise provided in this Agreement and, in addition, on or before the expiration of the Feasibility Period (described in § 3 (c) below), Purchaser shall 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 Seventy Five Thousand Dollars ($ 75,000) (the “Additional Deposit”). The Initial Deposit and the 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 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 Sale Agreement B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank ▇ and assigned to F▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp.(February 2006) • Page 3 Enclaves Group, Commercial Mortgage Pass-Through CertificatesInc. (d) The parties shall execute and deliver escrow instructions, Series 2004-C1 if any, reasonably required by the Escrow Agent which must in all respects be in compliance with the terms of this Agreement. The Settlement Company shall acknowledge receipt of the Deposit in writing to the parties and agree to accept, hold, and return such Deposit and disburse any funds received hereunder, in accordance with the provisions of this Agreement. If the transaction contemplated herein should fail to close for any reason other than Purchaser’s default and failure to cure that default hereunder, the Deposit shall be returned to Purchaser. Notwithstanding any provision herein to the contrary, the 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 “Norfolk Existing LenderAffirmative Notice”). 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 expressly provided in § 4 or § 7 hereof. (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 by cashier’s check, certified check, or wire transferring the required sum in an amount equal currently available funds to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) party conducting settlement (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing LenderSettlement Company”). Purchaser At Closing the Settlement Company shall receive a credit against the Purchase Price in an amount equal disburse Seller’s net settlement proceeds to the aggregate outstanding principal balance order of the Parkwood Point Existing Loan Seller by cashier’s check, certified check, or wire transfer as of the Closing Date. The Seller shall pay or, at designated by Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) 2.1 The purchase price (“Purchase Price”) for individual deliveries of the Property Goods shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on determined by the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereofSeller’s offer valid at the moment when the Buyer makes the order. The Purchase Price shall be allocated Seller’s current price list including financing pricelist is either available at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by ▇▇▇ ▇▇▇▇ ▇▇://▇▇▇▇.▇▇▇▇▇▇, ▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal / website or it may also be sent to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing DateBuyer upon request. The Seller may re-invoice costs related to the transportations and insurance of the Goods, the customs declaration, costs for potential financial services, or any other charges and taxes arising from the nature of the delivery as specified in the pro forma invoice. 2.2 The Parties have agreed that the purchase price for the deliveries of the Goods shall be payable as agreed in the PI. Any bank fees related to the transaction shall be borne by the Buyer. The Buyer shall pay orthe purchase price on the basis of a PI duly issued by the Seller. The Parties have agreed that, at Seller’s optionunless stated otherwise, allow buyer a credit against the Purchase Price price shall be paid in an the following manner: the agreed % amount equal to all unpaid interest and other charges of the Purchase price shall be paid in advance by bank transfer on the Norfolk Existing Loan accrued through basis of a PI which shall be issued by the Seller without unnecessary delay upon receiving Buyer's order. This part of the Purchase price shall be payable according to PI of the Buyer's receipt of the PI; the Buyer shall pay the remaining amount of the Purchase price after receiving the Goods on the basis of Seller's invoice which shall be payable in the time frame agreed by parties and including defined in the day immediately preceding PI; 2.3 The Parties have agreed that invoices shall be delivered to the date Buyer in electronic format to the company email address defined in the header of Closingthis Agreement. (c) Subject 2.4 The Buyer is obliged to Section 6(a) below, on the Closing Date, Purchaser shall accept title confirm receipt and accuracy of each invoice to the Parkwood Point Property subject to factoring company Factoring České spořitelny, a.s. from the lien said e-mail address, or from any other e-mail address which clearly identifies the Buyer, the following calendar day at the latest (in case the Buyer accepts the factoring of that certain Deed to Secure Debt, Assignment Seller's Account Receivables). 2.5 In the event of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note a delay in the original principal amount payment of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor any part of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price price, the Seller has right to withdraw from this Agreement. In the event of a delay in an amount equal to the aggregate outstanding principal balance payment of any part of the Parkwood Point Existing Loan as Purchase Price, the Buyer is obliged to pay a contractual penalty amounting to 0.25% of the Closing DateOutstanding amount per each calendar day of such delay. The Seller Buyer's right to claim damages shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closingnot be affected hereby.

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Hardee’s Property shall be THREE is ONE HUNDRED EIGHTYNINETY-THREE MILLION FIVE THOUSAND AND 00/100 NO/100ths DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof195,000.00). The Purchase Price shall be allocated at Closing with $56,000,000 allocated paid by City as follows: A. City shall have no obligation to purchase the Hardee’s Property, and 4G shall have no obligation to sell the Hardee’s Property, until the closing contemplated by that Purchase and Sale Agreement, of even date herewith, between 4G and City (the “Vacant Land PSA”), pertaining to the Norfolk Property; $44,000,000.00 allocated approximately .72 acre parcel of land located to the Parkwood Point west of the Hardee’s Property (the “Vacant Land”), which closing (the “Vacant Land Closing”) shall be conducted simultaneously with the closing of the sale of the Hardee’s Property; $2,500,000.00 allocated , as described herein (the “Hardee’s Closing”), but not as a §1031 Exchange. B. At the time of the Vacant Land Closing, the net purchase price paid by 4G to the Park Point City for the Vacant Land (including any ▇▇▇▇▇▇▇ money deposited by 4G) shall be immediately applied towards the amount the City owes 4G for the Hardee’s Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during . To the Feasibility Period, Seller shall provide Purchaser with an allocation extent the settlement statements executed at the time of the Purchase Price for Hardee’s Closing and the Properties which are Vacant Land Closing show that either the City or 4G owes the other a net balance, the same shall be paid in certified funds by the obligated party on the date of such closings. C. The City shall not specifically allocated pursuant be obligated to make any ▇▇▇▇▇▇▇ money deposit in connection with its purchase of the terms of this Agreement Hardee’s Property, but for purposes of transfer taxes to be paid at Closingclosing the transaction contemplated hereby, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date DRI Title and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) belowAbstract, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇ ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser Title Company”) shall receive a credit against issue the Purchase Price in an amount equal to Abstract and shall conduct the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingclosing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Property shall be THREE Vacant Land is TWO HUNDRED EIGHTYSEVENTY-THREE MILLION FIVE THOUSAND AND 00/100 NO/100THS DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof275,000.00). The Purchase Price shall be allocated at Closing with $56,000,000 allocated to paid by 4G as follows: A. Within ten (10) business days after the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms Effective Date of this Agreement for purposes of transfer taxes to be paid at ClosingAgreement, which allocation 4G shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars deposit FIVE THOUSAND AND NO/100THS DOLLARS ($30,000,0005,000.00) (the “Norfolk Existing Loan▇▇▇▇▇▇▇ Money Deposit”)) with DRI Title and Abstract, executed by ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇ ▇▇▇▇▇ Fargo Bank(the “Title Company”). B. Expressly conditioned on the closing of this transaction, N.A.is the closing contemplated by that “Purchase and Sale Agreement – Hardee’s Restaurant Property” of even date herewith between 4G and City (the “Hardee’s Property PSA”), pertaining to a 0.33 acre parcel of land located to the east of the Vacant Land in Oskaloosa, IA, on which 4G currently operates a Hardee’s Restaurant (the “Hardee’s Property”), which closing (the “Hardee’s Closing”) is intended to be conducted simultaneously with the closing of the sale of the Vacant Land, as Trustee described herein (the “Vacant Land Closing”), but not as a §1031 Exchange. Buyer shall receive a credit towards the Purchase Price in the amount of $195,000 for the Registered Holders deed of the Hardee’s Property to Seller. C. At the time of the Vacant Land Closing, the ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp.Money Deposit and any other deposit(s) which may be made by 4G hereunder as provided in Paragraph 13(B)(7) below, Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (will be disbursed by the “Norfolk Existing Lender). Purchaser shall receive a credit Title Company to City and applied against the Purchase Price in an amount equal to Price, and the aggregate outstanding principal balance of the Norfolk Existing Loan as Purchase Price shall be paid to City by allocation on the settlement statements of all sums owed by City to 4G in connection with City’s acquisition of the Hardee's Property from 4G. To the extent the settlement statements executed at the time of the Hardee’s Closing Date. The Seller and the Vacant Land Closing show that either City or 4G owes the other a net balance, the same shall pay or, at Seller’s option, allow buyer a credit against be paid in certified funds by the Purchase Price in an amount equal to all unpaid interest and other charges obligated party on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingsuch closings. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. The payments set forth in this ----------------------------------- Section 2.3(a) and (b) shall be collectively referred to as the "Purchase Price", subject to the post-Closing adjustment described in Section 2.4: (a) The purchase price (“Purchase Price”) for Buyer shall assume the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for specified liabilities set forth in Section 7 hereof. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price2.5. (b) Subject Buyer shall pay to Section 6(aSeller the following Earnout Payments (as defined below) belowin accordance with the following terms and conditions: (i) Commencing on January 1, on the Closing Date Purchaser shall accept title to the Norfolk Property 2003 and, subject to the lien terms and conditions set forth in this Section 2.3(b), on each of that certain Deed the next four (4) anniversaries of Trust such date (each, an "Earnout Payment Date"), Buyer shall pay to Seller an Earnout Payment (as defined below). The Earnout Payment shall be payable by certified check or wire transfer within thirty (30) days of each Earnout Payment Date. (A) If and Security Agreement dated September 26, 2003, which secures that certain promissory note in to the original principal amount extent the Service-Based Revenues (as defined below) of Thirty the Purchased Business exceed Two Million Dollars ($30,000,0002,000,000) in the calendar year preceding the then-current Earnout Payment Date, Buyer shall pay to Seller an "Earnout Payment" equal to the sum of (x) five percent (5%) of all Service-Based Revenues in excess of Two Million Dollars ($2,000,000), plus (y) one percent of all Reseller-Based Revenues (as defined below). If the Service-based Revenues of the Purchased Business do not exceed Two Million Dollars ($2,000,000) in the calendar year preceding the then-current Earnout Payment Date, no Earnout Payment will be due on such Earnout Payment Date. (B) Notwithstanding the foregoing, the cumulative Earnout Payments under this Section 2.3(b) shall not exceed One Million Dollars ($1,000,000) (the “Norfolk Existing Loan”"Earnout Payment Cap"), executed by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇and the Earnout Payment obligations of Buyer shall cease upon reaching the Earnout Payment Cap. If the Earnout Payment due for a given year would cause Buyer's cumulative Earnout Payments to exceed the Earnout Payment Cap, ▇▇▇, Buyer shall pay to Seller a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price final Earnout Payment in an amount that will cause all cumulative Earnout Payments to equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of ClosingEarnout Payment Cap. (cC) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan If as of the Closing Date. The Seller shall pay orJanuary 1, at Seller’s option2007, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and cumulative Earnout Payments (including the day immediately preceding Earnout Payment due on such date, if any) by Buyer to Seller have not reached the date of ClosingEarnout Payment Cap, Buyer shall not be liable for the difference between the Earnout Payment Cap and the cumulative Earnout Payments, or for any further Earnout Payments thereafter.

Purchase Price and Terms of Payment. (a) A. The purchase price (“Purchase Price”) for the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND Ten Million Three Hundred Fifty Thousand and 00/100 DOLLARS Dollars ($383,000,000.0010,350,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust B. One Hundred Thousand and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million 00/100 Dollars ($30,000,000100,000.00) (the “Norfolk Existing LoanInitial Deposit”)) shall be deposited by Purchaser in escrow with Johnson, executed by ▇▇▇ ▇▇▇▇ ▇Pope, ▇▇▇▇▇, ▇▇▇, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to ▇▇▇▇▇ Fargo Bank, N.A., as Trustee for the Registered Holders of ▇.▇. & ▇▇▇▇▇▇ Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through CertificatesLLP, Series 2004-C1 as agent for First American Title Insurance Company, as escrow agent (the “Norfolk Existing LenderEscrow Agent”), within two (2) business days after the Effective Date. Within one (1) business day after the expiration of the Review Period (as defined below), unless this Contract has been sooner terminated, Purchaser shall receive deposit an additional One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Second Deposit”) with Escrow Agent, where the Deposit shall be non-refundable except as provided for herein. As used in this Contract, “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 Contract closes in accordance with the terms and conditions of this Contract, 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 credit against default on the part of Seller or if a condition set forth in this Contract for the benefit of Purchaser is not satisfied or removed, the Deposit shall be delivered by the Escrow Agent to Purchaser. 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 as Seller’s sole and exclusive remedy, as more particularly provided for in Section 14 below. C. The remaining balance of the Purchase Price shall be payable in an amount equal cash, or by wire transfer or other immediately available funds, to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.