Common use of Purchase Price Clause in Contracts

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept 2.2.1 In consideration for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")BofA Strategic Purchased Interests, which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthof this Agreement, at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to BofA Strategic an amount in cash equal to (a) $800,000 (the “BofA Strategic Purchase Price”), minus (b)(i) BofA Strategic’s Proportionate Share of the Seller Expenses, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter providedBofA Strategic Cash Distribution Amount, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS if any (the "Third Deposit") at resulting amount, the time provided for in Paragraph 3“BofA Strategic Closing Purchase Price”). The Third Deposit, if and when made, BofA Strategic Closing Purchase Price shall be included within paid as provided in Section 3.1 and Section 3.3. 2.2.2 In consideration for the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow AgentBANA Purchased Interests, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthof this Agreement, at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to BANA an amount in cash equal to (a) $695,694,004 (the “BANA Purchase Price”), minus (b)(i)BANA’s Proportionate Share of the Seller Expenses, and (ii) the BANA Cash Distribution Amount, if any (the resulting amount, the “BANA Closing Purchase Price”). The BANA Closing Purchase Price shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended paid as provided in Paragraph 3Section 3.1 and Section 3.3. 2.2.3 In consideration for the Barclays Purchased Interests, subject to the terms and conditions of this Agreement, at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to Barclays an amount in cash equal to (a) $628,505,996 (the time “Barclays Purchase Price”), minus (b)(i) Barclay’s Proportionate Share of the Extended Seller Expenses, and (ii) the Barclay’s Cash Distribution Amount, if any (the resulting amount, the “Barclays Closing Date, Purchase Price”). The Barclays Closing Purchase Price shall be paid as provided in Paragraph 3Section 3.1 and Section 3.3. 2.2.4 For Tax purposes, each Seller and Buyer or the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of Buyer Designee shall allocate the BofA Strategic Purchase Price, by federal funds wire transfer the BANA Purchase Price and the Barclays Purchase Price and other relevant items among the Purchased Interests in accordance with Schedule I attached hereto. The allocations with respect to Seller's account the Barclays Purchase Price, the BofA Strategic Purchase Price and the BANA Purchase Price on Schedule I attached hereto will be amended to reflect any adjustment to the BofA Strategic Purchase Price, the BANA Purchase Price and/or the Barclays Purchase Price, as designated to Buyer applicable, under Article 12 in writinga manner consistent with such schedule.

Purchase Price. The total purchase price which Upon the Buyer agrees to pay terms and subject to the Seller conditions set forth in this Agreement, at the Closing, and which the Seller agrees to accept in consideration for the Property is sale, conveyance, transfer, assignment and delivery of the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")Assets pursuant hereto, which Purchase Price Buyer shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND pay in full the Bank Loan and pay the Assumed Member Loan as set out below; (ii) repay Two Hundred and Fifty Thousand Dollars ($50,000.00250,000) DOLLARS of the Assumed Member Loan, (iii) pay the "Initial Deposit"Closing Consideration by issuance of the Closing Shares to Seller and (iv) simultaneously with fund the execution and Escrow Amount by delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Shares into an escrow account (“Escrow Account”) established pursuant to the terms and conditions hereinafter set forthof an escrow agreement, in the form that will be attached hereto as Exhibit C at or before the Closing (“Escrow Agreement”). As used herein, “Closing Consideration” shall be Three Million Five Hundred Thousand Dollars ($3,500,000), increased or reduced to take into account any adjustment thereto pursuant to Section 3.3(a), and reduced by the Escrow Amount. “Escrow Amount” shall equal Eight Hundred Thousand Dollars ($800,000). The Closing Shares and Escrow Shares are defined in, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provideddetermined in accordance with, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3Section 3.2. The Third DepositClosing Consideration, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited together with the Escrow AgentAmount, the payment of the Bank Loan and the assumption of the amount payable under the Assumed Member Loan are referred to in this Agreement as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and “Purchase Price”. The Assumed Member Loan shall be treated paid as payment on account follows: Two Hundred and Fifty Thousand Dollars ($250,000) at Closing and Two Hundred and Fifty Thousand Dollars ($250,000) paid sixty (60) days after Closing. The balance of Three Hundred and Fifty Eight Thousand Dollars ($358,000) shall be represented by a Promissory Note bearing interest at the same rate per annum as the Bank Loan with interest-only monthly payments for one (1) year and the balance to paid within twelve (12) months of the Purchase Price if Closing is made for the PropertyClosing. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which Subject to the terms and conditions of this Agreement, and in full consideration for the ▇▇▇▇▇ Interests, the Buyer agrees to pay shall deliver the following to the Seller in the following manner (collectively, the “Purchase Price”): (a) Cash in the amount of one hundred and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND fifty thousand dollars ($10,500,000.00US$150,000) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer “Cash Payment”) delivered to the Seller as follows: (a) (i) The sum of FIFTY THOUSAND Fifty thousand dollars ($50,000.00US$50,000) DOLLARS delivered to the Seller upon Closing (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.“First Cash Payment”); (ii) Fifty thousand dollars (US$50,000) delivered to the Seller within thirty (30) days of the Closing Date (the “Second Cash Payment”); and (iii) Fifty thousand dollars (US$50,000) delivered to the Seller within sixty (60) days of the Closing Date (the “Third Cash Payment”, and together with the Second Cash Payment, the “Post-Closing Cash Payments”). The Post-Closing Cash Payments shall be represented by an unsecured, non-interest bearing promissory note in favour of the Seller, substantially in the form attached hereto as Exhibit A (the “Promissory Note”). In the event that ▇▇▇▇▇ or the Buyer incurs fees or expenses, including, but not limited to, legal fees and disbursements, to obtain additional Licenses (defined herein) (collectively, the “License Fees”) and either of the Post- Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when Cash Payments have not yet been made, the Post-Closing Cash Payments shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, reduced in an amount equal to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyLicense Fees. (b) At A total of five hundred and fifty-five thousand five hundred and fifty-five (555,555) fully-paid and non-assessable common shares in the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account capital of the Purchase Price Buyer (the “Consideration Shares”) with a deemed issue price of CAD$0.45 per Consideration Share, which shall be issued at Closing. (c) A bonus payment of US$100,000 (the “Bonus Payment”) if within the twelve (12) months following the Closing Date (the “Performance Period”) the aggregate Gross Revenue of ▇▇▇▇▇ exceeds US$1,750,000 (the “Performance Milestone”). The Bonus Payment shall be due and payable without demand, notice, set-off, or reduction on the date that is sixty (60) business days following the achievement of the Performance Milestone (the “Payment Date”). The Bonus Payment will be payable in cash or, at the option of the Buyer, may be paid in fully-paid and non-assessable common shares in the capital of the Buyer with an aggregate deemed issue price equal to the Bonus Payment (the “Bonus Shares”), issuable at a deemed issue price per Bonus Share equal to the volume weighted average trading price of the common shares in the capital of the Buyer on the primary stock exchange or electronic quotation system on which the common shares are listed for trading (an “Exchange”) for the fourteen (14) trading days prior to the Payment Date or such other price as may be required by federal funds wire transfer to Seller's account as designated to the policies of the Exchange. In the event the common shares in the capital of the Buyer in writing; or if Closing is extended as provided in Paragraph 3, are not listed on an Exchange at the time of the Extended Closing Payment Date, the Bonus Shares shall be issued at a deemed price CAD$0.45 per Bonus Share. To the extent the Seller is to receive a fractional Bonus Share, that entitlement will be rounded down to the nearest whole number and no consideration shall be payable therefor. For the purposes of this Section 1.2(c) “Gross Revenue” shall mean gross revenue calculated in accordance with IFRS 15 Revenue from Contract with Customers as provided in Paragraph 3promulgated by the International Accounting Standards Board. For greater certainty, the further sum it is presently intended that Gross Revenue will be calculated net of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Priceany payments made to Talent represented by ▇▇▇▇▇, by federal funds wire transfer to Seller's account as designated to Buyer in writingspecifically being their payments for performances and expenses incurred.

Purchase Price. The total Subject to the terms and conditions hereof, in full consideration for the sale and purchase price which of the Buyer agrees to Transferred Assets, at the Closing, the Purchaser shall assume the Assumed Liabilities and shall pay to ParentCo, on behalf of the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND (Sellers, $10,500,000.00) DOLLARS 18,000,000.00 (the "“Base Price”) plus the amount of positive Net Working Capital or minus the amount of negative Net Working Capital (as the case may be) as determined pursuant to Section 1.11 (collectively, the “Purchase Price"”). At the Closing, the Purchaser shall pay the Base Price, as adjusted upwards or downwards (as applicable) by the Initial Net Working Capital Adjustment referred to in Section 1.11(a) and by the Closing Apportionment payable to or by the Sellers (as determined in accordance with Section 2.10) (the “Closing Payment”), which Purchase Price shall be paid by Buyer to Seller as follows: (a) the sum of $1,000,000.00 shall be paid by wire transfer of immediately available funds to a segregated Debtor In Possession Account maintained by ParentCo (the “Adjustment Escrow Account”) to secure the Sellers’ obligation, if any, under Section 1.11(f) to pay to the Purchaser a Final Net Working Capital Adjustment amount, which funds shall remain in the Adjustment Escrow Account until the earlier of (i) The sum the determination of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement Final Net Working Capital Adjustment under Section 1.11 and the further sum of ONE HUNDRED FIFTY THOUSAND associated payment by ParentCo or the Purchaser ($150,000.00as applicable) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period Final Net Working Capital Adjustment amount as provided under Section 1.11(f), or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In one hundred five (105) days after the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND Date ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, which date such funds shall be included within the definition paid to ParentCo, subject to Section 1.11(c); provided that any such payment shall not relieve ParentCo, on behalf of the "Deposit". The Third Deposit shall be deposited with Sellers, of its obligation to pay to the Escrow Agent, as hereinafter defined, Purchaser any subsequently determined Final Net Working Capital Adjustment amount found to be held subject due to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.Purchaser in accordance with Section 1.11(f)); and (b) At the time of Closingbalance, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account net of the Purchase Price Deposit and net of any Closing Apportionment payable to or by federal funds the Sellers (as determined in accordance with Section 2.10), shall be paid by wire transfer of immediately available funds to Seller's a bank account as (or accounts) designated in a written notice from ParentCo to Buyer in writing; or if the Purchaser at least two (2) Business Days prior to the Closing is extended as provided in Paragraph 3Date. In addition, at the time Closing, ParentCo shall be entitled to release the Deposit from the Deposit Escrow Account and retain the Deposit for its own account as partial payment of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingPayment.

Purchase Price. The total purchase price which Purchase Price for the Acquired Assets is One Million Six Hundred Thousand Dollars ($1,600,000.00) payable as follows: Upon the execution of this Agreement by all parties Restaurant Asset Buyer agrees to shall pay to the Seller and which the Seller agrees to accept for the Property is Escrow Agent (hereinafter defined) the sum of TEN MILLION FIVE HUNDRED THOUSAND (i) an initial refundable deposit of Fifty Thousand Dollars ($10,500,000.0050,000.00) DOLLARS (the "Purchase Price"“Initial Deposit”) to ▇▇▇▇▇▇▇ Law Group, P.A. Trust Account (“Escrow Agent”); and within 48 hours after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereafter defined) Restaurant Asset Buyer shall pay to Restaurant Asset Seller (i) the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Balance Due”), which (subject to any prorations, credits or agreed upon a adjustments as provided for herein) (the Deposit and the Balance Due shall collectively be referred to as the “Closing Proceeds”). The Purchase Price shall be paid payable by Restaurant Asset Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (Restaurant Asset Seller, by wire transfer or by immediately available funds, plus or minus the "Initial Deposit") simultaneously with the execution and delivery of this Agreement specific items hereinafter described and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (usual and ordinary prorations and credits, including but not limited to rent paid for the "Second Deposit") on or before the expiration lease of the Feasibility Period leased premises and any leased equipment assumed by Restaurant Asset Buyer, personal property taxes for the year of closing imposed on the assets, real estate taxes, gift card liabilities, if any (collectively, the “Prorations and Credits”). Further, any security deposits held by the vendor/lessor of any leased equipment or on the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit leased premises being assumed by Restaurant Asset Buyer shall be hereinafter referred reimbursed to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, Restaurant Asset Seller at the time of Closing provided that said vendor/lessor shall transfer the Extended said security deposit for the benefit of the Restaurant Asset Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Restaurant Asset Seller shall be responsible for electricity, as provided in Paragraph 3telephone, the further sum water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingemployees.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) Set forth opposite each Seller’s name on Annex A is (i) The sum under the heading “PH Units”, the number of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, Purchased PH Units to be held subject to sold by such Seller at the terms and conditions hereinafter set forthFounders Closing, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In under the event that Closing is extended as hereinafter providedheading “OP Units”, then the further sum number of ONE HUNDRED THOUSAND Purchased OP Units to be sold by such Seller at the Founders Closing, ($100,000.00iii) DOLLARS under the heading “Total Consideration”, the aggregate amount payable in respect of such Seller’s Purchased PH Units and Purchased OP Units (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property“Total Consideration”). (b) At No later than fifteen (15) business days prior to the time of Founders Closing, the Parent shall deliver to the Buyers and the Sellers in writing its good faith determinations of (i) the portion (expressed as hereinafter a dollar amount) of the Total Consideration payable to each Seller in exchange for such Seller’s Purchased PH Units (such Seller’s “PH Consideration”); provided, that the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account PH Consideration shall not be less than 15% of the Total Consideration unless the Sellers consent in writing, (ii) the portion (expressed as a dollar amount) of the Total Consideration payable to each Seller to be paid in exchange for such Seller’s Purchased OP Units (such Seller’s “OP Consideration”), which shall be equal to the excess of the Total Consideration over the PH Consideration. No later than ten (10) business days prior to the Founders Closing, the Sellers shall deliver to Parent and the Buyers in writing their good faith determinations of (A) the portion (expressed as a dollar amount) of the Total Consideration payable to each Seller that will be placed in the applicable Escrow Account in accordance with the terms hereof and the applicable Escrow Agreement (such Seller’s “Escrowed Purchase Price”), which shall be equal to 50% of the after-tax proceeds received by such Seller for its OP Units and PH Units pursuant to this Agreement, determined based on the Tax Rate and the principles set forth on Disclosure Schedule B, (B) the portion of the Total Consideration of such Seller that is not Escrowed Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if (the “At Closing is extended as provided in Paragraph 3Purchase Price”), at which shall be the time excess of the Extended Closing Date, as provided in Paragraph 3, Total Consideration over the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Escrowed Purchase Price, (C) the portion (expressed as a dollar amount) of the Escrowed Purchase Price that is in exchange for such Seller’s Purchased OP Units (such Seller’s “Escrowed OP Purchase Price”), (D) the portion (expressed as a dollar amount) of the Escrowed Consideration payable to such Seller in exchange for such Seller’s Purchased PH Units (such Seller’s “Escrowed PH Purchase Price”), (E) the portion (expressed as a dollar amount) of the OP Consideration that is not Escrowed OP Purchase Price (such Seller’s “At Closing OP Purchase Price”), and (F) the portion (expressed as a dollar amount) of the PH Consideration that is not Escrowed PH Purchase Price (such Seller’s “At Closing PH Purchase Price”). In each case described in this Section 3.1(b), the applicable amount shall automatically be inserted under the applicable heading on Annex A hereto; provided, that each such Seller’s Total Consideration may be adjusted as described in Section 3.1(c)). (c) The Buyers shall cause each of Fortress Operating Entity I LP, FOE II (NEW) LP, and Principal Holdings I LP not to make any dividend or distribution prior to the Closing, other than Excess Permitted Distributions. In the event that any Excess Permitted Distributions are made, then a Seller’s Purchase Price shall be reduced by federal funds wire transfer an amount equal to the excess of (I) the distributions (including tax distributions) received by such Seller in respect of such Seller's account ’s Purchased PH Units and Purchased OP Units, as designated applicable, from the date hereof until the consummation of the Transactions over (II) the amount of each per-share dividend paid by the Company to Buyer the holders of Class A Shares from the date hereof until the consummation of the Transactions multiplied by the number of Class A Shares into which such Seller’s OP Units and PH Units may be converted. “Excess Permitted Distributions” means the sum of the (i) tax distributions made in writingaccordance with the limited partnership agreement and other governing documents of Fortress Operating Entity I LP, FOE II (NEW) LP, and Principal Holdings I LP, in respect of such Seller’s Purchased PH Units and Purchased OP Units, as applicable, from the date hereof until the consummation of the Transactions, and (ii) the product of (A) the minimum aggregate amount of distributions required to be made in respect of (x) PH Units and (y) OP Units from the date hereof until the consummation of the Transactions in order to allow a holder of Class A Shares to receive the amount of each per-share dividend paid by the Company to the holders of Class A Shares from the date hereof until the consummation of the Transactions multiplied by (B) the number of (x) PH Units and (y) OP Units, as applicable, held by such Seller. The reduction described in the preceding sentence with respect to a Seller shall be applied pro rata among such Seller’s At Closing PH Purchase Price, Escrowed PH Purchase Price, At Closing OP Purchase Price and Escrowed OP Purchase Price.

Purchase Price. The total Subject to the adjustments hereinafter set forth, the purchase price which (the “Purchase Price”) to be paid to Sellers by Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Membership Interests shall be Thirty Three Million Two Hundred Thousand and No/100 Dollars ($10,500,000.0033,200,000.00) DOLLARS (the "“Purchase Price"”). Sellers and Buyer acknowledge and agree that the Purchase Price was determined by taking the average of the fair market value of the Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and conducted by CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (collectively, which the ‘Appraisers”). Sellers acknowledge and agree that the Company shall be solely responsible for the payment of any pre-payment penalty under the existing indebtedness (the “Existing Indebtedness”) of Wachovia Bank, National Association (“Lender”) encumbering the Property, and such pre-payment penalty shall be deducted from the Purchase Price and paid to Lender as a disbursement on Sellers’ behalf at Closing. The Purchase Price shall be paid payable, at Buyer’s option and as adjusted for the prorations and other payments and credits specified in this Contract, by Buyer to Seller as follows: (a) either (i) The sum the wire transfer of FIFTY THOUSAND ($50,000.00) DOLLARS (immediately available U.S. Federal Funds at Closing through the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on Title Company to an account designated in writing by Seller, or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter providedtransfer and conveyance to Seller by Preferred Apartment Communities Operating Partnership, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS L.P., a Delaware limited partnership (the "Third Deposit"“Operating Partnership”), of limited partnership units in the Operating Partnership (herein referred to individually as a “Unit” and collectively as “Units”) at equal in value to such adjusted Purchase Price. For purposes of this Contract, the time provided for in Paragraph 3. The Third Deposit, if and when made, value of one Unit shall be included within equal to the definition offering price for one share of Preferred Apartment Communities, Inc. class A common stock on the "Deposit"IPO Closing Date (hereinafter defined). The Third Deposit shall Sellers and Buyer covenant and agree that their agreement to sell and purchase the Membership Interests, respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be deposited paid (i) to Buyer’s attorneys in connection with the Escrow Agentnegotiation of this Contract and matters related thereto, (ii) to any prospective lender as hereinafter definedan application or commitment fee, (iii) to be held subject to CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ for the terms and conditions hereinafter set forthAppraisals, and shall be treated as payment on account (iv) to unrelated and unaffiliated third party consultants in connection with the performance of the Purchase Price if Closing is made for the Propertyexaminations, inspections and/or investigations pursuant to this Contract, constitutes good and valuable consideration and mutuality under this Contract. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept Purchase Price for the Property Put Shares is $____________ [90% OF THE MARKET PRICE SET FORTH IN PARAGRAPH 5 ABOVE]. The undersigned affirms that the sum matters set forth in this Statement of TEN MILLION FIVE HUNDRED THOUSAND Determination of Market Price are true and correct based upon the published reports of Bloomberg Financial, L.P. WAVELAND CAPITAL, LLC By ---------------------- D. ▇▇▇▇ ▇▇▇▇▇, Manager EXHIBIT H ($10,500,000.00Attached to and made a part of the Common Stock Purchase Agreement By and Between Pro Net Link, Corp. and Waveland Capital, LLC) DOLLARS To Purchase _____________ shares of Common Stock of PRO NET LINK CORP. THIS CERTIFIES that, for value received, Waveland Capital, LLC, a Colorado limited liability company (the "Purchase PriceHolder"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (is entitled, upon the "Initial Deposit") simultaneously with the execution terms and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms limitations on exercise and the conditions hereinafter set forth, at any time after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on ________, 200_ [A DATE FIVE YEARS AFTER THE DATE HEREOF] (the "Termination Date") but not thereafter, to subscribe for and purchase from Pro Net Link Corp., a corporation incorporated in Nevada (the "Company"), up to ___________ shares (the "Warrant Shares") of Common Stock, $0.001 par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be treated $___. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as payment on account of the Purchase Price if Closing is made for the Property. (ii) provided herein. In the event that Closing is extended of any conflict between the terms of this Warrant and the Common Stock Purchase Agreement dated as hereinafter providedof March __, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS 2001 pursuant to which this Warrant has been issued (the "Third DepositPurchase Agreement") at the time provided for in Paragraph 3. The Third Deposit), if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of such terms in the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingAgreement.

Purchase Price. A. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Six Million Six Hundred Thousand Dollars ($10,500,000.006,600,000) DOLLARS subject to reduction by any credits due Buyer hereunder (the "“Purchase Price"”), which . B. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum Within three (3) business days after Buyer’s receipt of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery a fully executed original of this Agreement and (the further sum “Full Execution Date”), Buyer shall deposit in escrow with First American Title Company at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇ ▇▇▇▇▇▇▇ (“Title Company”), a deposit in the amount of ONE HUNDRED FIFTY THOUSAND One Hundred Thousand Dollars ($150,000.00100,000) DOLLARS (( the "Second Deposit") on “Deposit #1”). On or before one (1) business day following the expiration of the Feasibility Period or the Extended Feasibility Due Diligence Period (as defined below) provided that Buyer has given the Approval Notice (as defined below), Buyer shall cause an additional One Hundred Thousand Dollars ($100,000) (the “Deposit #2”) in Paragraph 7) unless this Agreement has been terminated prior immediately available funds to such datebe delivered into escrow. The Initial Deposit #1 and Deposit #2 as each of said amounts are received by escrow shall be hereinafter referred to as the "“Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"”. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to held in an interest-bearing account and interest accruing thereon shall be held subject to for the terms and conditions hereinafter set forthaccount of Buyer. In the event the sale of the Property as contemplated hereunder is consummated, and the Deposit plus interest accrued thereon shall be treated as payment on account credited against the Purchase Price. The balance of the Purchase Price if Closing shall be paid to Seller in immediately available funds at the closing of the purchase and sale contemplated hereunder (the “Closing”). C. Contemporaneously with the delivery of Deposit #1, Buyer shall pay to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is made for fully earned by Seller and is non-refundable under any circumstances, but shall be applied against the Purchase Price. Buyer and Seller agree that the Independent Consideration, together with the mutual covenants and agreements set forth herein, are adequate to prevent this Agreement from constituting a revocable option to purchase the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Assets shall be Six Hundred Thirty Nine Million Dollars ($10,500,000.00639,000,000) DOLLARS (the "“Unadjusted Purchase Price"”) payable to Sellers at Closing and subject to adjustments as provided for in Articles 3, 4, 8 and 12 and as are reflected in the Preliminary Accounting and the Final Accounting (the Unadjusted Purchase Price, as so adjusted, being the “Final Purchase Price” or the “Purchase Price”), which . Schedule 2.3 sets forth Purchaser’s good faith allocation of the Unadjusted Purchase Price shall be paid by Buyer among the Oil and Gas Interests and material Equipment for all purposes under this Agreement (with respect to Seller any of the Assets, such value is referred to herein as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with “Allocated Value” and collectively, the execution and delivery “Allocated Values”). Sellers have accepted such Allocated Values for purposes of this Agreement and the further sum transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such datevalues. The Initial Deposit Each Seller shall be hereinafter referred entitled to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account receive its pro rata portion of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment allocated a pro rata portion of, and be jointly and severally liable for, adjustments required to be made to the Purchase Price and costs to be borne by the Sellers pursuant to this Agreement) based on account (a) its relative interests in the Assets and (b) the extent to which any matters (in respect of which adjustments are required to be made to the Purchase Price) affect its interests in the Assets. Each Seller’s pro rata portion of the Purchase Price if as adjusted at Closing is made will be payable in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by Sellers to the Purchaser in writing) for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price respective Seller. Payments to be made following the Closing under this Agreement shall be made by federal funds wire transfer of immediately available funds within ten (10) Business Days after the final determination is made that such payments are due and payable (pursuant to Seller's account as wire transfer instructions designated in advance by the receiving Party or Parties to Buyer the paying Party or Parties in writing; or if Closing is extended as provided in Paragraph 3, at ) for the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingrespective receiving Party or Parties.

Purchase Price. The total purchase price which for Sigma6 Shares shall be composed of (i) the Cash Portion of the Purchase Price; (ii) the Stock Portion of the Purchase Price, and (iii) the Earned Payout Amount. The Buyer agrees to pay to the Seller and which Sellers in the Seller agrees to accept for the Property is aggregate the sum of TEN MILLION FIVE HUNDRED THOUSAND (i) $10,500,000.001,250,000 (to be reduced dollar for dollar by (A) DOLLARS the payments made by Sigma6 to cancel the stock options; (B) the amount of any outstanding Funded Indebtedness; and (C) the Net Worth adjustment, if any, made pursuant to Section 2(j) below) in cash (the "Cash Portion of the Purchase Price"); (ii) $1,250,000 in Buyer's Shares, which consisting of an aggregate of 277,778 shares of Buyer Common Stock as set forth in the Allocation Schedule attached hereto (the "Stock Portion of the Purchase Price"); and (iii) the Earned Payout Amount as determined pursuant to Section 2(i) below, in exchange for the Sigma6 Shares to be purchased by Buyer pursuant to the terms hereof. $250,000 of the Cash Portion of the Purchase Price will be paid in cash by wire transfer of funds to the Escrow Agent to be held in escrow pursuant to Section 2(o) for satisfaction of Sellers' indemnification obligations specified in Article VIII. The balance of the Cash Portion of the Purchase Price shall be paid by Buyer to Seller Sellers at the Closing by delivery of cash by wire transfer of funds in the amounts set forth on the Allocation Schedule. The Stock Portion of the Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of Buyer's Shares in the amounts set forth on the Allocation Schedule next to such Seller's name. Each acquirer of Buyer's Shares shall enter into an equity subscription agreement in the form attached hereto as follows: (a) (i) Exhibit D. The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with Cash Portion of the execution and delivery Purchase Price, the Stock Portion of this Agreement the Purchase Price, and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Earned Payout Amount shall be hereinafter referred to as the "DepositPurchase Price." and Each of (i) the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account Cash Portion of the Purchase Price if Closing is made for the Property. and (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account Stock Portion of the Purchase Price if Closing is made for shall be allocated among Sellers in dollar amounts set forth on the Property. (b) At the time of Closing, as hereinafter Allocation Schedule; provided, however, that the further sum number of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of Buyer Shares allocable to each Seller shall be rounded down to the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingnearest whole number.

Purchase Price. The total Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the aggregate purchase price which (the Buyer agrees “Purchase Price”) to pay be paid by Purchaser to the Seller and which the Seller agrees to accept Sellers for the Property is Properties shall be the sum of TEN TWENTY-FOUR MILLION FIVE EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($10,500,000.00) DOLLARS (the "Purchase Price"24,800,000.00 U.S.), which . The Purchase Price shall be paid by Buyer Purchaser to Seller Sellers at the Closing as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit ▇▇▇▇▇▇▇ Money shall be hereinafter referred paid by Escrow Agent to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") Sellers at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.Closing; and (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account balance of the Purchase Price, after applying, as partial payment of the Purchase Price the ▇▇▇▇▇▇▇ Money paid by federal Escrow Agent to Sellers, and subject to prorations and other adjustments specified in this Agreement, shall be paid by Purchaser in immediately available funds wire transfer to Seller's the Title Company, for further delivery to an account or accounts designated by Sellers. If the amount due from Purchaser pursuant to this Agreement is not received by the Title Company on or before the later of 3:00 p.m. Eastern Standard Time or in sufficient time for reinvestment on the Closing Date, then the Closing shall be delayed by one (1) Business Day, but in no event whatsoever beyond the Outside Closing Date; provided, however, that if the day set for Closing is the outside date for Closing (after taking into account all applicable extensions of such date pursuant to this Agreement; it being understood and agreed, however, that in no event shall the Closing Date occur later than the Outside Closing Date), then in such event, (x) the Closing shall not be delayed but shall occur on such day so long as designated the amount due from Purchaser is received by the Title Company in immediately available funds by the close of business on such day, and Purchaser shall reimburse Sellers for loss of interest due to Buyer the inability to reinvest Sellers’ funds on the Closing Date, calculated at the rate of eight percent (8%) per annum (calculated on a per diem basis, using a 365-day year), or (y) if the amount due from Purchaser has not been received by the Title Company in writingimmediately available funds by the close of business on such day, Closing shall not be delayed, Purchaser shall be in default hereunder, and Sellers may exercise any and all remedies available to Sellers on account of such default. Notwithstanding the foregoing, as long as all wires necessary to pay amounts due from Purchaser as aforesaid (which are wired to the Title Company as set forth above), are initiated by noon on the First Closing Date, the First Adjourned Closing Date or the Outside Closing Date, as applicable, and Purchaser has authorized the Title Company to disburse the amounts received from Purchaser upon receipt of said funds, Purchaser shall not be responsible for interest as set forth in subsection (x) above or in default as set forth in subsection (y) above. The provisions of the preceding sentence of this Section 2.4(b) shall survive the Closing.

Purchase Price. The total aggregate purchase price which the to be paid by Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Interests (the "“Purchase Price"”) shall consist of (i) 1,578,947 Units (the “Unit Purchase Price”) and (ii) an amount in cash equal to $95,000,000 (the “Cash Purchase Price”), which . (a) The Cash Purchase Price shall be payable in the following order of priority: (i) at the Closing, Buyer shall pay or cause to be paid to the Lender an aggregate amount equal to the Closing Date Indebtedness as determined pursuant to a payoff letter issued by the Lender and delivered to Buyer at least three Business Days prior to Seller the Closing Date, together with any per diem amounts payable to the Lender as indicated in such payoff letter, by wire transfer of immediately available funds to an account or accounts designated in such payoff letter; (ii) at the Closing, the Cash Purchase Price shall be reduced by 50% of the Company’s approximately $2.0 million payable to Tank Connection; (iii) at the Closing, Buyer shall pay or cause to be paid to each Person to whom Selling Expenses are due and owing as of the Closing Date the aggregate amount of such Selling Expenses payable to such Person as determined pursuant to final invoices issued to the Company for and with respect to such Selling Expenses and delivered to Buyer at least three Business Days prior to the Closing Date; (iv) at the Closing, Buyer shall pay or cause to be paid to the Escrow Agent the Escrow Amount pursuant to the terms of the Escrow Agreement; and (v) at the Closing, Buyer shall pay, or cause to be paid, to each of the Members, by wire transfer of immediately available funds to an account or accounts designated in writing by the respective Members, the balance of the Cash Purchase Price after deducting the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv), which balance (the “Net Cash Purchase Price”) shall be divided among the Members as follows: (aA) (i) The Kelrik shall be paid the product of the Cash Purchase Price multiplied by 6.5789% less the product of the sum of FIFTY THOUSAND the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by Kelrik’s Ownership Percentage; ($50,000.00B) DOLLARS (INAP shall be paid the "Initial Deposit") simultaneously with product of the execution and delivery Cash Purchase Price multiplied by 39.3421% less the product of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by INAP’s Ownership Percentage; ($150,000.00C) DOLLARS (Cameron Energy shall be paid the "Second Deposit") on or before the expiration product of the Feasibility Period or Cash Purchase Price multiplied by 27.0395% less the Extended Feasibility Period product of the sum of the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by Cameron Energy’s Ownership Percentage; and (as defined D) Tachoir Resources shall be paid the product of the Cash Purchase Price multiplied by 27.0395% less the product of the sum of the amounts described in Paragraph 7Sections 2.2(a)(i) unless this Agreement has been terminated prior to such datethrough 2.2(a)(iv) multiplied by Tachoir Resources’s Ownership Percentage. The Initial Deposit Cash Purchase Price payable by Buyer pursuant to this Section 2.2 shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms adjustment pursuant to and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited accordance with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertySection 2.4. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account Buyer shall issue and deliver to each of the Purchase Price by federal funds wire Members the number of Units set forth opposite such Member’s name below: Kelrik 0 INAP 1,157,895 Cameron Energy 210,526 Tachoir Resources 210,526 Total 1,578,947 The Units shall be unregistered and each Member shall be required to deliver at Closing a Lockup Agreement containing certain restrictions on transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingUnits.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Subject to the terms and conditions hereinafter of this Agreement, in reliance upon the representations, warranties and covenants of Target, Seller and Guarantor herein set forth, and as consideration for the purchase and sale of the Shares, Purchaser shall pay Seller by wire transfer of immediately available funds to the account(s) designated by the Seller, on the dates set forth below, the following sums (the “Purchase Price”): (i) On the Closing Date, Forty Million Two Hundred and Fifty Thousand Dollars ($40,250,000) in cash. Of this amount, $4,000,000 (the “Escrow Amount”) shall be treated wired to a separate escrow account (the “Escrow Account”). The Escrow Amount shall be held in escrow for a period of fifteen (15) months following the Closing Date as payment on account security for the indemnification obligations of the Purchase Price if Closing is made for Seller and Guarantor set forth in this Agreement. The Escrow Amount shall be governed by the Property.terms and conditions of an Escrow Agreement by and among Seller, Purchaser and ▇▇▇▇▇ Fargo, (the “Escrow Agent”) in the form attached hereto as Exhibit A; (ii) In the event that Closing is extended as hereinafter providedamount, then the further sum of ONE HUNDRED THOUSAND ($100,000.00if any, determined pursuant to Section 2.02(c) DOLLARS (the "Third Deposit") at below within the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included frame set therein; and (iii) the amount determined pursuant to Section 2.02(d) below within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter time frame set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertyforth therein. (b) At Within 30 days after the time Closing Date, the Seller shall have prepared and delivered to the Purchaser the Closing Financial Statements. Seller shall also deliver to the Purchaser a certificate containing Seller’s calculations, based on the Closing Balance Sheet contained in the Closing Financial Statements, of Closingthe Net Working Capital of the Target as of the Closing Date (the “Closing Date Net Working Capital”). The Closing Financial Statements and the calculation of the Closing Date Net Working Capital shall be final and binding on the parties unless, within 45 days after delivery to the Purchaser, the Purchaser shall deliver to the Seller a notice of dispute (a “Dispute Notice”), specifying in reasonable detail the items in dispute. After delivery of a Dispute Notice, Seller and the Purchaser shall promptly negotiate in good faith with respect to the subject of the Dispute Notice, and if they are unable to reach an agreement within 15 days after delivery to the Seller of the Dispute Notice, the dispute shall be submitted to PricewaterhouseCoopers, or such other independent public accounting firm as mutually agreed to by the Purchaser and the Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to issue a final and binding decision within 45 days of submission of the Dispute Notice to the Independent Accounting Firm, as hereinafter providedto the issues of disagreement referred to in the Dispute Notice and not resolved by the Purchaser and the Seller. Each of the parties hereto agrees that it shall be bound by the determination of the Independent Accounting Firm. The fees, costs and expenses of the further sum Independent Accounting Firm shall be allocated to and borne by Purchaser and Seller based on the inverse of TEN MILLION THREE HUNDRED THOUSAND the percentage that the Independent Accounting Firm’s determination (before such allocation) bears to the total amount of the total line items in dispute as originally submitted to the Independent Accounting Firm. For example, should the items in dispute total in amount to $10,300,000.001,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Purchaser and 40% of the costs would be borne by the Seller. (c) DOLLARS on account of If the Closing Date Net Working Capital, as determined in accordance with Section 2.02(b) above is less than $5,650,000 million (the “Target Net Working Capital Level”), the Purchase Price shall be reduced, dollar-for-dollar, by federal the amount by which the Target Net Working Capital Level exceeds the Closing Date Net Working Capital, and the Seller shall pay the Purchaser the dollar amount by which the Target Net Working Capital Level exceeds the Closing Date Net Working Capital. If the Closing Date Net Working Capital is greater than the Target Net Working Capital Level, then the Purchase Price shall be increased, dollar-for-dollar, by the amount the Closing Date Net Working Capital exceeds the Target Net Working Capital Level, and the Purchaser shall pay the Seller the dollar amount by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Level. Any such payment due under this Section 2.02(c)shall be made in cash or same day funds wire transfer within 10 days after the final determination of the Closing Date Net Working Capital pursuant to Section 2.02(b). (d) In the event the Purchaser elects to make a Code Section 338(h)(10) Election with Seller's account as designated to Buyer in writing; or if Closing is extended ’s consent as provided in Paragraph 3, at the time Section 5.08(i) of the Extended Closing Date, as provided in Paragraph 3this Agreement, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of Purchase Price shall be increased to the Purchase Price, by federal funds wire transfer extent necessary to Seller's account as designated satisfy the indemnification provided to Buyer in writingthe Seller under Section 5.08(i).

Purchase Price. (a) The total aggregate purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND (Specified Shares shall be $10,500,000.00) DOLLARS 495,845,625 (the "“Purchase Price"”), which is based on a per share price of $18.03075. (b) Purchaser shall pay the Purchase Price to Seller as follows. The Purchase Price shall be paid by Buyer to Seller as follows: (a) on or before December 31, 2022; provided that (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS Seller shall set-off from amounts otherwise owed by Seller to Purchaser for the premium, exercise price or final payment in connection with the settlement under the Century Call Option Confirmation (the "Initial Deposit"“CCO Confirmation”) simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS Total Return Swap Confirmation (the "Second Deposit"“TRS Confirmation”) each entered into on or before the expiration date hereof pursuant to a related ISDA Master Agreement in the form of the Feasibility Period or 1992 ISDA Master Agreement (Multi-currency – Cross Border) entered into on the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to date hereof, when such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" amounts are due and the Second Depositpayable thereunder, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account unpaid amounts of the Purchase Price, which shall satisfy and discharge Purchaser’s obligation hereunder for such amounts and (ii) upon such set-off of the premium payable on the date hereof under the CCO Confirmation (which is equivalent to 85% of the Purchase Price), Purchaser shall have fully paid for 23,375,000 shares (or 85%) of the Specified Shares; provided that the deferred payment of the Purchase Price and Purchaser’s right to make such deferred payment shall not affect Purchaser’s ownership of the Specified Shares with effect from the Closing. (c) Interest will accrue on the Purchase Price remaining unpaid from time to time after the Closing, based on actual days elapsed based on a 365 day year, at the rate of 5% per annum, and be payable semi-annually in arrears on March 14 and September 14 of each year starting March 14, 2018 (or the first business day thereafter if such day is a Saturday, Sunday or holiday in Switzerland or Jersey); provided that such interest owing hereunder shall be finally settled and satisfied by federal funds wire transfer set-off against the Equity Amount Receiver Payment Amounts owed by Party A to Seller's account as designated to Buyer in writingParty B under the TRS Confirmation.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")) for HGH shall be as follows: [***] HGH purchased by ALTUS hereunder shall be [***] per gram and [***]HGH purchased by ALTUS hereunder shall be [***] per gram. Upon ALTUS having purchased [***] [***] [***] [***] HGH hereunder according to Exhibit B, which SANDOZ shall supply [***] [***] [***] HGH [***] in accordance with Exhibit B. Upon ALTUS having purchased [***] [***] [***] HGH hereunder according to Exhibit B, SANDOZ shall supply [***] [***] in accordance with Exhibit B. The Purchase Price for each shipment of HGH delivered under ALTUS' Orders shall be paid payable at [***] after acceptance of an individual Order by Buyer Sandoz 30 days prior to Seller as follows: (a) scheduled delivery and at [***] within 30 days of the invoice date, being understood that invoicing will be done upon shipment of the material; provided, however, that if ALTUS reasonably determines that any [***] HGH delivered by SANDOZ does not conform to the specifications set forth in Exhibit A or was not prepared under cGMP, and notifies SANDOZ of such non-conformity within 30 days after receipt and provides supporting documentation, (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (SANDOZ shall immediately replace at SANDOZ' expense the "Initial Deposit") simultaneously non-conforming [***] HGH with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Depositconforming [***] HGH, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then cost of shipping and any other costs associated with the further sum supply of ONE HUNDRED THOUSAND the replacement [***] HGH will be borne by [***] and ($100,000.00iii) DOLLARS (ALTUS shall not be obligated to pay for the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shipment of non-conforming HGH but shall be included obligated to pay for the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. replacement HGH within 30 days from the definition date of its receipt thereof. If ALTUS reasonably determines that any [***] HGH delivered by SANDOZ does not conform to the "Deposit". The Third Deposit specifications set forth in Exhibit C or D, as appropriate, and notifies SANDOZ of such non-conformity within 30 days after receipt and provides supporting documentation, Altus shall be deposited with the Escrow Agent, as hereinafter defined, entitled to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account a refund of the Purchase Price if Closing is made for the Propertyany invoices paid. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay (a) Subject to the Seller remainder of this Section 2.2 and which ARTICLE III, the Seller agrees consideration to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller on the Closing Date for the Transferred Assets shall be Five Hundred Fifty Million and No/100 Dollars ($550,000,000.00). In addition, if, as follows: of the Closing Date, the Adjusted EBITDA delivered by Seller to Buyer no less than 5 Business Days prior to Closing is less than the Adjusted EBITDA Threshold (such Adjusted EBITDA, the “Closing Adjusted EBITDA”), then the Purchase Price shall be reduced by an amount equal to the product of (a) the difference between the Adjusted EBITDA Threshold and Closing Adjusted EBITDA, multiplied by (ib) The sum of FIFTY THOUSAND fifteen ($50,000.0015) DOLLARS (as so adjusted and as adjusted pursuant to the "Initial Deposit") simultaneously with the execution and delivery remainder of this Agreement Section 2.2 and ARTICLE III, the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the “Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyPrice”). (b) At The Closing Adjusted EBITDA shall be final and binding on the time of ClosingParties unless Buyer shall, as hereinafter provided, within sixty (60) days after the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, deliver to Seller written notice of any disagreement with the calculation of Adjusted EBITDA including the Audited Financial Statements as they relate to the determination of Adjusted EBITDA, which notice shall describe the nature of any such disagreement. If Buyer raises any objections within the aforesaid sixty (60) day period, then Seller and Buyer shall in good faith attempt to resolve the disputed matter. If Seller and Buyer are unable to resolve all disagreements within thirty (30) days after receipt by Seller of the written notice of disagreement, then within ten (10) days thereafter, Seller and/or Buyer shall submit such items that remain in dispute for resolution to the Accounting Arbitrator. The Buyer agrees that in connection with the preparation and review of Adjusted EBITDA and the Audited Financial Statements as they relate to the determination of Adjusted EBITDA (including Seller’s calculation of Closing Adjusted EBITDA), no disagreement by Buyer or final determination by the Accounting Arbitrator as set forth below shall introduce judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are inconsistent with those consistently employed by the Seller provided that the Seller’s applicable methods, policies, principles, practice procedures, classifications or estimation methodologies are in Paragraph 3compliance with GAAP. (c) The Accounting Arbitrator shall act as an expert, and not as an arbitrator, to determine only those issues still in dispute between Buyer and Seller and shall consider only those matters set forth in the written notice of disagreement upon which Buyer and Seller have disagreed and shall be required to resolve the matters. In submitting a dispute to the Accounting Arbitrator, each of Buyer and Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of Buyer and Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither Buyer nor Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely upon the presentations and supporting material provided by the Parties (the foregoing, however, shall not preclude the Accounting Arbitrator from determining proper application of or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Accounting Arbitrator shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains a final calculation of Adjusted EBITDA. Such report shall be final and binding upon the Parties. The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by Seller and Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. Each Party shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by the other Party, all with the intent to fairly and in good faith resolve all disputes relating to the Adjusted EBITDA as promptly as reasonably practicable. (e) Upon the final determination of the Adjusted EBITDA pursuant to this Section 2.2, if the final Adjusted EBITDA is less than the lower of the Adjusted EBITDA Threshold or the Closing Adjusted EBITDA then, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account Seller will pay to the Buyer the amount of the Purchase Pricedifference thereof (without, by federal funds wire transfer for the avoidance of doubt, the application of any multiple) within five (5) Business Days after the final determination thereof. (f) The process set forth in this Section 2.2 shall be the exclusive remedy (except in the case of fraud) for the Buyer Group for any disputes related to Seller's account as designated items reflected in the Adjusted EBITDA but only to Buyer the extent any Loss subject to a claim under Section 9.1(a) or ARTICLE III would result in writingduplicative recovery for the same Loss.

Purchase Price. The total purchase price which Purchase Price of the Acquired Assets shall be Two Million Fifty Thousand Dollars ($2,050,000.00). Upon the execution of this Agreement by all parties, Asset Buyer agrees to shall pay to the Seller and which the Seller agrees to accept for the Property is Escrow Agent (hereinafter defined) the sum of TEN MILLION FIVE HUNDRED THOUSAND (i) an initial refundable deposit of Fifty Thousand Dollars ($10,500,000.0050,000.00) DOLLARS (the "Purchase Price"“Initial Deposit”) to ▇▇▇▇▇▇▇ Law Group, P.A. Trust Account (“Escrow Agent”); and within 48 hours of the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and Asset Buyer shall pay to Asset Seller at Closing (hereinafter defined) (i) the sum of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00), (subject to any prorations, credits or agreed upon adjustments as provided for herein) plus the amount allocated during Inventory in accordance with Section 5.19 hereof for the conveyance, sale and transfer of the Acquired Assets plus the value of Inventory for food and liquor as calculated in the Inventory Report (defined in Section 5.19) which final agreed upon amount will be reflected on the closing statement as a separate line item. Escrow Agent shall deliver the Deposit to Asset Seller at Closing. The Purchase Price shall be paid payable by Asset Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (Asset Seller, in cash, by wire transfer or by immediately available funds, plus or minus the "Initial Deposit") simultaneously with the execution and delivery of this Agreement specific items hereinafter described and the further sum usual and ordinary prorations and credits, including but not limited to rent paid for any leased equipment assumed by Asset Buyer, personal property taxes for the year of ONE HUNDRED FIFTY THOUSAND closing imposed on the assets, gift card liabilities, ($150,000.00) DOLLARS (collectively, the "Second Deposit") on or before “Prorations and Credits”). Further, any security deposits held by the expiration vendor/lessor of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit any leased equipment being assumed by Asset Buyer shall be hereinafter referred reimbursed to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, Asset Seller at the time of Closing provided that said vendor/lessor shall transfer the Extended said security deposit for the benefit of the Asset Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Asset Seller shall be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Asset Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the Acquired Assets through and including the Closing (as provided in Paragraph 3defined herein); thereafter, all such recurring financial obligations required or otherwise necessary for the operation of the Business shall be Asset Buyer’s sole obligation and responsibility, including, without limitation, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account requirement that Asset Buyer ensure that any such accounts for electricity, telephone, water and sewer, gas and any other utilities are opened and operational in Asset Buyer’s name as of the Purchase PriceClosing, by federal funds wire transfer it being understood and agreed that Asset Seller will close all accounts in its name within two (2) business days of the Closing. To the extent that one party owes money to Seller's account as designated the other pursuant to Buyer in writingthis section, such party shall pay all amounts so owed within thirty (30) days after written notice thereof.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property Premises is the sum of TEN FIVE MILLION FIVE AND THREE HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND NINETY DOLLARS AND ZERO CENTS ($10,500,000.005,318,990.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller payable as follows: (a) (i) The a. Buyer has deposited with Seller the sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE TWO HUNDRED FIFTY THOUSAND and No/100 DOLLARS ($150,000.00250,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"). Seller shall hold the DEPOSIT in a separate interest-bearing account. The Deposit shall be paid to and deposited in escrow with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, Seller and shall be treated held by the Seller in an interest bearing separate account. Except as otherwise provided in this Agreement, the Deposit shall be (i) kept by Seller until the second installment payment on account is made by buyer, as provided in this agreement; (ii) paid to Buyer upon either a permitted termination of this Agreement as provided herein or a default hereunder by Seller as provided in this Agreement; or (iii) kept by Seller upon a failure hereunder by Buyer to pay the balance of the Purchase Price if as provided in Paragraph 2.b of this Agreement. All interest accruing on the deposit shall be kept by the seller. b. Closing shall take place at the office of Seller located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇; or such other place as may be designated by Seller, no sooner than October 1, 1999 but not later than October 6, 1999. Buyer shall make a payment of FIVE MILLION AND THREE HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND NINETY DOLLARS AND ZERO CENTS ($5,318,990.00) ("Purchase Price") less the deposit referrenced in paragraph 2a, by cash, or wire transfer into Seller's account, or such other account as Seller may designate. The following adjustments and payments shall be made at Closing: a. Real property taxes for the then current year relating to the Premises shall be adjusted as of the date of Closing. If the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be on the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; b. Any assessments levied on the property shall be paid by Buyer; c. Buyer shall pay the New Jersey Realty Transfer Tax in connection with the conveyance (which obligation shall survive Closing); d. Mortgages, liens or judgments of record shall be paid or otherwise satisfied by Seller in accordance with the terms of this Agreement; and e. The parties shall each be solely responsible for the fees and expenses of their respective counsel. The Deposit shall be paid to and deposited in escrow with the Seller and shall be held by the Seller in an interest bearing separate account. Except as otherwise provided in this Agreement, the Deposit shall be (i) kept by Seller until the second installment payment is made for the Property. by buyer, as provided in this agreement; (ii) In paid to Buyer upon either a permitted termination of this Agreement as provided herein or a default hereunder by Seller as provided in this Agreement; or (iii) kept by Seller upon a failure hereunder by Buyer to pay the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account balance of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time 2.b of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingthis Agreement.

Purchase Price. The total (a) Subject to paragraph (c) below, the purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) for each Purchased Receivable and any Related Security on any day shall be paid an amount in the Currency in which the Purchased Receivable is denominated equal to the Unpaid Balance of that Purchased Receivable, minus the Discount with respect to such Purchased Receivable. The Buyer and the Seller hereby agree that the purchase price payable by the Buyer to Seller as follows: pursuant to, and in accordance with, this paragraph (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred inclusive of all VAT and comparable or similar Taxes and that (A) the Buyer shall have no responsibility to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition pay any additional amount in respect of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthany such Taxes, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (iiB) In in the event that Closing is extended as hereinafter providedany such Taxes are payable with respect to the payment or receipt of any such purchase price, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for Seller shall promptly pay such Taxes in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter definedfull or, to be held subject the extent such Taxes have already been paid by the Buyer, the Seller shall promptly reimburse the Buyer in the corresponding amount, whether out of such Purchase Price received by it or otherwise. If the Seller has paid such Taxes or reimbursed the Buyer for such Taxes and the Buyer is entitled to credit or repayment in respect of such Taxes from the terms and conditions hereinafter set forthrelevant tax authority, the Buyer shall use reasonable commercial endeavours to recover such credit or repayment and shall be treated account for so much of such credit or repayment as payment the Buyer reasonably and in good faith determines will leave it in no better nor worse a financial position than it would have been in if such Taxes were not chargeable on account of the Purchase Price if Closing is made for the PropertyPrice. (b) At The Seller and the time Buyer acknowledge and agree that the full Purchase Price for the purchase hereunder of Closing, as hereinafter providedany Purchased Receivable and its Related Security shall be due and payable on the same Purchase Date on which the Purchased Receivable has been purchased pursuant to Clause 2.1 (Sale and Purchase of Receivables). (c) The Purchase Prices due on any given Purchase Date shall be paid and settled in the following order of priority: (i) First, the further sum of TEN MILLION THREE HUNDRED THOUSAND Purchase Prices for all Purchased Receivables denominated in the same currency shall be set-off to the extent there is Available Collections Set-off Amount available in such currency on such Purchase Date; ($10,300,000.00ii) DOLLARS on account Second, the amount of the Purchase Price Prices which have not been set-off pursuant to paragraph (i) above shall be paid in cash by federal funds wire transfer the Buyer to Seller's the Seller on such Purchase Date to a bank account as designated to Buyer over which no security has been granted for the benefit of the Secured Parties. Purchase Prices denominated in writing; or if Closing is extended as provided EUR, USD and GBP shall be paid in Paragraph 3such respective currency. Purchase Prices denominated in other currencies, shall either be paid in the currency of denomination or, at the time election of the Extended Closing DateBuyer, as provided paid (from a source other than from Collections denominated in Paragraph 3EUR, GBP or USD) in another currency converted at the Applicable Exchange Rate for such currency on such date. (d) The parties agree that the Purchase Price is payable in accordance with the provisions hereof irrespective of the performance of the Purchased Receivables. (e) Each of the Seller and the Servicer represent that they have access to all information necessary to calculate the purchase price for each Purchased Receivable and its Related Security and will cooperate to provide all information necessary forthwith to Buyer and all other relevant parties to ensure timely calculation and payment of the purchase price for each Purchased Receivable and its Related Security. Each of the Seller and the Servicer shall provide detailed information regarding the calculation of the purchase price for each Purchased Receivable and its Related Security to each of the Buyer, the further sum Administrative Agent and the Purchasers promptly following receipt of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writinga reasonable request.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN FIFTY-FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS ($10,500,000.0055,000,000.00) DOLLARS (herein referred to as the "Purchase Price"), which . The Purchase Price shall be paid by Buyer to Seller payable as follows: (a) (i) The sum Upon execution and delivery of FIFTY this Agreement, Purchaser shall deposit in immediately available funds with the Troy, Michigan office of First American Title Insurance Company, as "Escrow Agent," an amount equal to ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($50,000.001,500,000.00) DOLLARS (the "Initial Deposit"), which shall be maintained by Escrow Agent in an interest bearing account pursuant to the provisions of Paragraph 4 hereof; (b) simultaneously with Within two (2) business days after the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period Outside Approval Date (as defined in Paragraph 749 hereof) unless this Agreement has been terminated (or, if applicable and if sooner, within two (2) business days after the Seller receives written confirmation that a sufficient number of the limited partners will not timely and properly object to the proposed sale prior to such date. The Initial Deposit the Outside Approval Date and Seller provides written notice to Purchaser thereof), Purchaser shall be hereinafter referred deposit in immediately available funds with the Escrow Agent an amount equal to as THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) (the "Additional Deposit" and together with the Second Initial Deposit, if and when made, shall be included within the definition of the "Deposit"), which shall be maintained by Escrow Agent in an interest bearing account pursuant to the provisions of Paragraph 4 hereof; and (c) At Closing the balance of the Purchase Price shall be paid in immediately available funds by wire transferring such balance into an account designated by Seller, subject to the adjustment and prorations described in Paragraph 12 hereof or elsewhere herein. TIME IS OF THE ESSENCE for the delivery of the Deposit. Upon making the Deposit, the Deposit shall be non-refundable and the Purchaser shall have no further rights thereto, except as otherwise expressly set forth in this Agreement. Concurrently herewith, each Party shall notify Escrow Agent of its Federal Tax Identification number. The Deposit shall be deposited held by Escrow Agent and disbursed in accordance with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, of Paragraph 4 hereof or as may be described elsewhere herein. Purchaser hereby acknowledges and agrees that the Deposit held by Escrow Agent does not and shall be treated as payment on account not constitute property of the Purchase Price if Closing is made for estate of Purchaser within the Property. (ii) In meaning of Section 541 of Title 11 of the event that Closing is extended as hereinafter providedUnited States Code, then the further sum or substantially similar provisions of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS state law (the "Third DepositBankruptcy Code") at ), and Purchaser's interest in such Deposit is limited to the time provided for in Paragraph 3. The Third Deposit, right to have the Deposit returned if and when madethe conditions for the return of the Deposit to Purchaser are satisfied as set forth herein. Purchaser hereby acknowledges and agrees that the proper release of the Deposit to Seller as provided for herein shall not be a violation of any provision of the Bankruptcy Code, including, without limitation, Section 362 of the Bankruptcy Code, or require the approval of any court with jurisdiction over any case in which Purchaser or any affiliate of Purchaser is a debtor. Purchaser hereby waives any provision of the Bankruptcy Code necessary to invoke the foregoing, including without limitation, Sections 105 and 362, and waives any right to defend against any motion for relief from the automatic stay that may be filed by Seller. Any interest earned on the Deposit while held by Escrow Agent shall be included within paid to the definition party to whom the Deposit is paid, except that if the Closing occurs, the Purchaser shall receive a credit for such interest in accordance with the terms of this Agreement. In cases where the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, " is to be held subject refunded to Purchaser, "Deposit" means only the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertyportion thereof deposited by Purchaser with Escrow Agent at such time. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which Upon the terms and subject to the conditions of this Agreement, in full payment for the sale, conveyance, assignment, transfer and delivery of the Purchased Assets, Buyer agrees to pay assume the Assumed Liabilities and to deliver or cause to be delivered to Seller the Seller and which following amounts (collectively, the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "“Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows”) at the following times: (a) Immediately available funds (icash equivalent) The sum of FIFTY THOUSAND payable to Seller at the Closing in the amount of: [***] U.S. dollars ($50,000.00US$[***]) DOLLARS (the "“Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyPayment”. (b) At The following contingent amounts (the time of Closing, as hereinafter provided, “Contingent Amounts”) shall be paid to Seller within [***] calendar days after the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account occurrence of the Purchase Price following events: (i) [***] U.S. dollars (US $[***]) shall be paid to Seller upon the first commercial sale in the United States of the first FDA approved product developed by federal funds wire transfer the Buyer using the MedLaunch Implant Program; (ii) Until the later of the [***] anniversary of the Closing or such time as the Products are no longer covered by a Valid Claim of a Patent under the Purchased IP, a royalty of [***]% of worldwide Net Sales of all Products (the “Royalty Payments”) shall be paid to Seller's account as designated to Seller by the Buyer in writing; or if Closing is extended as provided in Paragraph 3U.S. dollars on a calendar quarterly basis, at within [***] calendar days after the time end of the Extended Closing Dateeach applicable calendar quarter. (c) As used herein, as provided in Paragraph 3“Net Sales” means [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingAS AMENDED.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept Purchase Price for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid payable by Buyer to Seller Purchaser as follows: (a) The Initial Deposit is payable by Purchaser to Escrowee within three (i3) The sum Business Days of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the full execution and delivery of this Agreement, to be held in escrow and disbursed by Escrowee pursuant to the provisions of that certain Escrow Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit"“Escrow Agreement”) of even date herewith among Seller, Purchaser and Escrowee, a copy of which is attached hereto as Exhibit B. Purchaser’s failure to timely pay the Initial Deposit shall give Seller the immediate right to terminate this Agreement, without any notice or grace period. As a condition of continuing with its purchase of the Property on the Contingency Approval Date (defined below), on or before 5:00 P.M. (California time) on the expiration Contingency Approval Date, Purchaser shall deposit with Escrowee by wire transfer of immediately available funds the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such dateSecond Deposit. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit are collectively referred to herein as the “Deposit.” At Closing (defined below), if and when made, the Deposit shall be included within the definition credited to Purchaser on account of the "Deposit"Purchase Price. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to by Escrowee in an interest bearing account reasonably approved by Purchaser and Seller and all interest thereon shall be held subject paid to the terms and conditions hereinafter set forth, and shall be treated as payment on account of party who receives the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account The balance of the Purchase Price, subject to the prorations and adjustments herein provided for (the “Cash Balance”), shall be payable by federal funds Purchaser at Closing (as hereinafter defined) by wire transfer in accordance with the provisions of this Agreement. (c) Notwithstanding the foregoing, the sum of Fifty Dollars ($50.00) out of the Deposit shall be deemed to be independent consideration (the “Independent Consideration”) for the execution of this Agreement by Seller's account . Such Independent Consideration shall be disbursed by Escrowee to, and shall be retained by, Seller as designated to Buyer separate and additional consideration for this Agreement and Seller’s arrangements and obligations hereunder and not as part of the Deposit or of the Purchase Price. Such Independent Consideration is deemed earned by Seller as of the Effective Date of this Agreement and is non-refundable in writingall events.

Purchase Price. The total purchase price which (a) As consideration for the Buyer agrees to Transferred Tangible Assets, at Closing, the US Company shall pay to the US Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS [*] (the "“Tangible Asset Purchase Price"”), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At As consideration for the time of Transferred Clinical Materials, at Closing, as hereinafter providedthe US Company shall pay to the US Seller $[*] (the “Clinical Materials Purchase Price”). (c) As consideration for the Transferred Intellectual Property, at Closing, the further sum UK Company shall pay an aggregate amount equal to $[*] (the “Intellectual Property Purchase Price”), [*] of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account which shall be paid to the UK Seller and [*] of which shall be paid to the Sweden Seller. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Purchase Price Securities Act of 1933, as amended. (d) In addition, the Sweden Seller shall receive a one-time non-refundable payment of $10,000,000 (the “Milestone Payment”) upon first achievement of a First Commercial Sale (the “Milestone”). The Milestone payment shall be made within 24 months of the First Commercial Sale, and at the UK Company’s sole election, the Milestone may be paid (i) in cash by federal funds wire transfer of immediately available funds or (ii) by the issuance to Seller's account the Sweden Seller of such number of Ordinary Shares as designated shall be equal to Buyer $10,000,000 divided by the then current fair market value of one Ordinary Share, as determined in writing; or good faith by the UK Company’s Board of Directors. Notwithstanding the foregoing, if Closing is extended as provided in Paragraph 3, the payment of the Milestone at the time set forth above is deemed by the UK Company’s Board of Directors to be significantly burdensome to the UK Company, then the UK Company and the Sweden Seller shall explore in good faith modifying the time for the payment of the Extended Closing DateMilestone. Following the Sweden Seller’s receipt of the Milestone Payment, the Sweden Seller shall pay to the UK Seller [*] of the Milestone Payment. Following the occurrence of the Milestone, no dividend, return of capital or other distribution shall be made by the UK Company to any shareholder until the Milestone Payment has been made in full. (e) In addition, the UK Company shall pay to the UK Seller and the Sweden Seller royalties (the “Royalties”) on Net Sales of the Products, as provided in Paragraph 3set forth on Exhibit 2.05(e), [*] of which shall be paid to the further sum UK Seller and [*] of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of which shall be paid to the Purchase Price, by federal funds wire transfer to Sweden Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer NEO to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (is set forth in Exhibit “A”; the "Initial Deposit") simultaneously with the execution and delivery of this Agreement price to be paid by ONG to Seller is set forth in Exhibit “B”; and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period price to be paid by BNG to Seller is seth forth in Exhibit “C”. The Delivered Price (as defined in Paragraph 7Exhibits “A”, “B”, and “C”) unless may be modified from time to time subject to the mutual agreement of both Buyer and Seller to reflect the then current market conditions. If the parties cannot agree upon any such modification, the price in effect at that time shall then remain in effect, subject to any future price adjustment as set forth in the following sentence. On the 5th anniversary and 10th anniversary of the Commencement Date of this Agreement has been terminated (the “Bid Dates”), Buyer shall have the right to seek bona fide third party bids from other gas marketers. Within thirty (30) days of the applicable Bid Date, Buyer shall provide Seller with a copy of any such third party bid that Buyer is willing to accept. Seller shall then have fifteen (15) days from the date of its receipt of any such third party bid in which to: (i) agree to match the third party bid; or (ii) elect not to match the third party bid. If Seller agrees to match the third party bid, the Delivered Price shall be amended to reflect the Delivered Price proposed under the third party bid that Seller agreed to match and Buyer shall be required to reject said thirty party bid. If Seller elects not to match said third party bid, Seller shall deliver written notice to the Buyer of its rejection and the Delivered Price shall continue to be the Delivered Price that was then in effect prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition date of Buyer’s receipt of the "Deposit". The Deposit third party bids and Buyer shall be deposited with the Escrow Agent, as hereinafter defined, remain obligated to be held subject continue to purchase its gas requirements from Seller under the terms and conditions hereinafter set forthof this Agreement, and Buyer shall be treated as payment required to reject said third party bid. Notwithstanding anything hereinabove contained to the contrary, Buyer and Seller will come to mutual agreement on account any Delivered Price reduction, if during the term of this Agreement, Buyer is unable to recover any portion of the Purchase Delivered Price if Closing is made for the Propertyfrom its customers. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and Purchaser have entered into this Agreement in connection with and pursuant to that certain Settlement of Tax Indemnity and Mutual Release Agreement dated of even date herewith (the “Settlement Agreement”) by and between General Growth Properties, Inc., a Delaware corporation and the ultimate parent company of Seller (“GGP”), and The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, a Delaware corporation and the ultimate parent company of Purchaser (“HHC”). As provided in the Settlement Agreement, and in partial consideration for each of the parties’ undertakings thereunder, GGP agreed to cause Seller to enter into this Agreement providing for the conveyance of the Property to subsidiaries of HHC, which the Property GGP and HHC agreed has an aggregate value of ONE HUNDRED THIRTY MILLION and No/100 Dollars ($130,000,000.00). Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND that Seller benefits, directly and indirectly, from Purchaser arranging for HHC to execute and deliver to GGP the Settlement Agreement, and ($50,000.00ii) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this the Settlement Agreement by HHC constitutes the full and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as complete payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing Purchaser. Accordingly, Seller and Purchaser agree that (x) the “Purchase Price” for the Property is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN ONE HUNDRED THIRTY MILLION TWO HUNDRED THOUSAND and No/100 Dollars ($10,200,000.00130,000,000.00) DOLLARS on account of and (y) no cash or other funds shall be paid by Purchaser to Seller for the Purchase Price. The net amount of the prorations described in this Agreement (the “Net Prorations Amount”) shall be paid by the appropriate party at Closing (as defined below) to the other party, by federal funds wire transfer transferred to Seller's an account as designated to Buyer by the receiving party in writing. The Purchase Price shall be allocated among each of the properties listed on Exhibit A-1 for 1031 Exchange purposes, transfer tax purposes and title insurance purposes, if applicable, in accordance with the allocation schedule in the Settlement Agreement.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Five Hundred Twenty Million Dollars ($10,500,000.00520,000,000) DOLLARS (the "“Purchase Price"”), which . (b) The Purchase Price shall be paid by Buyer to Seller as follows: (a1) Within two (2) business days after the Effective Date (as defined in Section 9.14), Buyer shall deposit in escrow with the San Francisco office of Chicago Title Company, National Business Unit, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (Telecopier number: 415-896-9422) Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Title Company”) cash or other immediately available funds in the amount of Fifty Million Dollars ($50,000,000) (ithe “Deposit”). (2) The Deposit shall be considered fully earned by Seller as consideration for entering into the Agreement and shall be nonrefundable after the Contingency Period except as otherwise expressly provided herein. (3) At the same time as the Deposit is provided to Title Company, Buyer shall deliver to Seller in cash the sum of FIFTY THOUSAND One Hundred Dollars ($50,000.00100.00) DOLLARS (the "Initial Deposit") simultaneously with “Independent Contract Consideration”), which amount has been bargained for and agreed to as consideration for Buyer’s exclusive right to purchase the Property and the Contingency Period provided hereunder and for Seller’s execution and delivery of this Agreement Agreement. Notwithstanding anything to the contrary contained herein, the Independent Contract Consideration is in addition to and the further sum independent of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined all other consideration provided in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" Agreement, and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"is nonrefundable in all events. The Deposit shall be deposited with the Escrow Agentheld in an interest bearing account and all interest thereon, as hereinafter definedless investment fees, to be held subject to the terms and conditions hereinafter set forthif any, and shall be treated as payment on account deemed a part of the Purchase Price if Closing Deposit. If the sale of the Property as contemplated hereunder is made for the Property. (ii) In the event that Closing is extended as hereinafter providedconsummated, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, paid to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, Seller at the time of the Extended Closing Date, (as provided defined in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00Section 1.2(b)(4) DOLLARS on account of below) and credited against the Purchase Price. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, by federal funds wire transfer to Seller's account as designated to Buyer in writing.THEN BUYER MAY ELECT, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, EITHER TO: (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND, IN THE EVENT SUCH DEFAULT WAS THE COMMISSION OF AN INTENTIONAL ACT BY SELLER OR ANY OF THE SELLER RELATED PARTIES AFTER THE DATE HEREOF WHICH MAKES IT IMPOSSIBLE TO REAFFIRM ANY OF SELLER’S REPRESENTATIONS OR WARRANTIES IN ANY MATERIAL RESPECT AS OF THE CLOSING DATE (AN “INTENTIONAL REP DEFAULT”) OR SELLER’S INTENTIONAL FAILURE TO CONVEY THE PROPERTY TO BUYER AT CLOSING (EACH, AN “INTENTIONAL DEFAULT”), PAYMENT BY SELLER OF BUYER’S COSTS (AS HEREINAFTER DEFINED), IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3, 9.5 AND 9.9 BELOW, OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT AND THE RIGHT TO COLLECT BUYER’S EXPENSES INCURRED IN CONNECTION WITH ENFORCING SPECIFIC PERFORMANCE. BUYER SHALL NOT HAVE ANY OTHER RIGHTS OR REMEDIES HEREUNDER AS A RESULT OF ANY DEFAULT BY SELLER PRIOR TO CLOSING, AND BUYER HEREBY WAIVES ANY OTHER SUCH REMEDY AS A RESULT OF SUCH A DEFAULT PRIOR TO CLOSING HEREUNDER BY SELLER. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, AS ITS SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY AND ALL OTHER REMEDIES AT LAW OR EQUITY EXCEPT AS PROVIDED IN THE SECOND TO LAST SENTENCE OF THIS PARAGRAPH. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT PRIOR TO CLOSING, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S OBLIGATIONS UNDER SECTION 6.1, 9.3, 9.5 AND 9.9. THE TERM “BUYER’S COSTS” SHALL MEAN THE AMOUNT OF BUYER’S OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN NEGOTIATING THIS AGREEMENT, CONDUCTING ITS REVIEW OF THE PROPERTY AND PROCEEDING TO CLOSING

Purchase Price. The total purchase price which Upon the terms and subject to the conditions set forth in this Agreement (including the termination provisions of Article VIII), in consideration of the sale and transfer of the Purchased Assets and other covenants of the Seller contained herein: (a) On the Closing Date, the Buyer agrees shall pay an amount in cash equal to pay Two Million, Two Hundred Thousand Dollars ($2,200,000) (the “Cash Payment”). (b) Pursuant to Section 1.4(c), Buyer shall issue to Seller (or such other Persons as Seller may designate) a total of Six Hundred Thousand (600,000) shares of Common Stock of the Buyer (the “Equity Payment,” and together with the Cash Payment, the “Purchase Price”). The Equity Payment shall be certificated and delivered to the Seller and which within five (5) business days from the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Closing Date. ($10,500,000.00c) DOLLARS (the "Purchase Price"), which The Purchase Price shall be paid by Buyer to Seller delivered as follows: (a) (i) The sum An amount in cash equal to the Cash Payment will be payable on the Closing Date by wire transfer of FIFTY THOUSAND ($50,000.00) DOLLARS (immediately available funds to the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") accounts designated on or before the expiration Section 1.4 of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyDisclosure Schedule. (ii) In 90,000 shares of the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS Equity Payment (the "Third Deposit"“Escrow Shares” shall be certificated and deposited with US Bank (the “Escrow Agent”) at within five (5) business days of the time provided Closing Date, which shares will be held in escrow for a period of eighteen (18) months pursuant to the terms of the escrow agreement attached hereto as Exhibit H (the “Escrow Agreement”) as the sole source of payment for the indemnification of the Buyer by Seller pursuant to Article VI, other than as set forth in Paragraph 3Section 6.3 hereof. The Third Deposit, if and when made, Escrow Shares shall be included allocated among the stockholders of Seller as provided by Seller within the definition thirty (30) days of the "Deposit". The Third Deposit Closing Date. (iii) With respect to the Equity Payment, in addition to the Escrow Shares, such shares shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms following lock-up provisions and conditions hereinafter set forth, the Seller (and each stockholder of the Seller that receives such shares) shall execute a lock up agreement in the form attached hereto as Exhibit J: (i) 25% of the Equity Payment shall be treated as payment on account locked up until the date that is two trading days after the Buyer announces its fourth quarter 2014 earnings; (ii) 30% of the Purchase Price if Closing is made Equity Payment shall be locked up for a period of twenty-four (24) months from the Property. date hereof; and (biii) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account 30% of the Purchase Price Equity Payment shall be locked up for a period of thirty-six (36) months from the date hereof. All cash payments made by federal funds the Buyer under this Section 1.4 and Section 1.5 shall be made by wire transfer of immediately available funds to Seller's an account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time specified on Section 1.4 of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingDisclosure Schedule.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE Premises shall be TWELVE MILLON SEVEN HUNDRED FIFTY THOUSAND and ▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DOLLARS ($10,500,000.0012,750,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller ) payable as follows: (a) contemporaneously with the execution of this Agreement by Purchaser, Purchaser shall deliver to First American Title Insurance Corporation at its main office in Philadelphia, Pennsylvania (ithe "Escrow Agent"or "Title Company") The the sum of FIFTY ONE HUNDRED THOUSAND and 00/100 DOLLARS ($50,000.00100,000.00) DOLLARS (together with all interest thereon referred to hereinafter as the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined to be held in Paragraph 7) unless this Agreement has been terminated prior to such dateescrow in an interest bearing account. The Initial Deposit shall be hereinafter referred to as applied against the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, Purchase Price at Closing (as hereinafter defined), or returned to be held subject Purchaser if Closing does not occur because Seller defaults in its obligation to convey the Premises to Purchaser in accordance with the terms of this Agreement, or if Purchaser terminates this Agreement prior to the terms and conditions hereinafter set forthexpiration of the Due Diligence Period pursuant to Section 7 hereof, or if either party terminates this Agreement pursuant to Section 10 hereof; and, (b) within three (3) business days after the expiration of the Due Diligence Period, as defined in Section 7(a) of this Agreement, and shall be treated as payment on account provided that Purchaser has not terminated this Agreement prior to the expiration of the Purchase Price if Closing is made for Due Diligence Period pursuant to Section 7 hereof, Purchaser shall deliver to the Property. (ii) In Escrow Agent the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND and 00/100 DOLLARS ($100,000.00) DOLLARS (together with all interest thereon referred to hereinafter as the "Third Additional Deposit") at the time provided for to be held in Paragraph 3escrow in an interest bearing account. The Third Deposit, if and when made, Additional Deposit shall be included within applied against the definition Purchase Price at Closing or returned to Purchaser if Closing does not occur because Seller defaults in its obligation to convey the Premises to Purchaser in accordance with the terms of this Agreement or if either party terminates this Agreement pursuant to Section 10 hereof. The Initial Deposit and the Additional Deposit are collectively referred to hereinafter as the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.; and, (bc) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price balance by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingupon Closing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price") of the Hotel shall be Nine Million Six Hundred Thousand Dollars ($9,600,000), which . The Purchase Price shall be subject to adjustment as provided herein. (b) The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with Upon the execution and delivery of this Agreement by both Buyer and Seller, Buyer shall deposit in escrow with Title Company a cash payment in the further sum amount of ONE HUNDRED FIFTY THOUSAND One Hundred Thousand Dollars ($150,000.00100,000) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"). The Deposit shall be deposited with held in an interest bearing account approved by Seller and Buyer, and all interest thereon shall be deemed a part of the Escrow Agent, as hereinafter defined, Deposit. If Buyer elects to be held subject terminate this Agreement pursuant to the terms and conditions hereinafter set forthcontained herein, and the Deposit together with all interest thereon, shall be treated as payment on account of the Purchase Price if Closing is made for the Propertyreturned to Buyer upon five (5) days written notice. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition sale of the "Deposit". The Third Property as contemplated hereunder is consummated, the Deposit shall be deposited with the Escrow Agent, as hereinafter defined, paid to be held subject to the terms Seller and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of credited against the Purchase Price. In the event the sale of the Property is not consummated due to the failure of any condition to Buyer's obligations or for any other reason except a default under this Agreement on the part of Buyer, by federal funds wire transfer the Deposit shall be returned to Seller's account as designated to Buyer in writing.Buyer. IF THE SALE IS NOT CONSUMMATED AS A RESULT OF A DEFAULT BY BUYER HEREUNDER, THEN THE DEPOSIT SHALL BE PROMPTLY PAID BY TITLE COMPANY TO SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE AS SPECIFIED ABOVE, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED UPON THE AMOUNT OF THE DEPOSIT, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, AS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE

Purchase Price. The total purchase price which the aggregate consideration to be paid by Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is Closing Shares shall be the sum payment of TEN MILLION FIVE HUNDRED THOUSAND a cash amount equal to (A) Twenty Eight Million Dollars ($10,500,000.0028,000,000), less (B) DOLLARS the Deficiency, if any, plus (C) the Surplus, if any (the "Purchase Price"), which . The Purchase Price shall be paid by Buyer to Seller payable as follows: (a) (i) The sum of FIFTY THOUSAND (Buyer is paying a refundable $50,000.00) DOLLARS 1,000,000 cash deposit (the "Initial Deposit") simultaneously with the execution and delivery by wire transfer of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS immediately available funds to an escrow account (the "Second DepositEscrow Account ") on or before held by U.S. Bank National Association as escrow agent under an Escrow Agreement in substantially the expiration form attached hereto as Exhibit A (the "Escrow Agreement ") within three (3) days of the Feasibility Period execution of this Agreement; and (ii) on the Closing Date, (x) the Deposit (with interest accrued thereon, if any) shall be paid over to Seller from the Escrow Account and (y) Buyer shall pay the Purchase Price, less the Deposit (plus interest accrued thereon, if any), by wire transfer of immediately available funds to such account or accounts as Seller shall direct. The Purchase Price shall be subject to adjustment by (A) the Extended Feasibility Period prorations set forth (1) the Bankruptcy Court enters the Procedures Order (as defined in Paragraph 7Section 9 below), (2) unless this Agreement has all conditions set forth in Section 4 hereof have been terminated prior to such date. The Initial Deposit shall satisfied (or on the Closing Date will be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthsatisfied) or waived by Buyer, and shall be treated as payment on account of (3) Buyer breaches its obligation to purchase the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter providedShares, then the further sum of ONE HUNDRED THOUSAND Deposit ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Depositexcluding interest accrued thereon, if and when madeany, which interest shall in any event be returned to Buyer) shall be included within the definition forfeited to Seller, but without prejudice to any legal remedy for money damages Seller may have, if any, against Buyer as a result of the "Deposit". The Third Deposit such breach, provided, however, that Seller's legal remedies hereunder shall be deposited with the Escrow Agentlimited exclusively to money damages, as hereinafter definedand, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, further, that in no event shall Seller have the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer right to Seller's account as designated to specific performance or any other equitable remedy against Buyer in writing; connection with this Agreement or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingtransactions contemplated hereby.

Purchase Price. The total As purchase price for the Acquired Assets, Seller will be paid at Closing the following consideration (the “Purchase Price”), which shall be subject to adjustment as provided herein subject to the other provisions of this Agreement, and which Buyer agrees to will pay to the Seller and which the Seller agrees to accept for the Property is Seller, in immediately available funds, the sum of TEN MILLION FIVE HUNDRED THOUSAND the items (1) (as shown on the Preliminary Balance Sheet) and (2) below reduced by the sum of the items in (3) and (4) (each as shown on the Preliminary Balance Sheet), and further reduced by the sum of the items in (5) and (6) below (such payment, the “Closing Payment”), as the amount thereof may be later adjusted based on the Final Closing Balance Sheet per the procedures in Section 1.5C below: 1. the book value of the Acquired Assets minus the amount of Seller’s Cash and Cash Equivalents, in each case, determined in accordance with GAAP, as to be estimated on the Preliminary Closing Balance Sheet and conclusively shown on the Final Closing Balance Sheet 2. a Premium of $10,500,000.00) DOLLARS 45,000,000 (the "Purchase Price"“Premium”) 3. all Indebtedness of Seller, which whether to a third party, Selling Party or affiliate or associate thereof, encompassing the line items “Construction Loans”, “Short Term Notes Payable-Member” and “Note Payable-Member” as to be estimated on the Preliminary Closing Balance Sheet and conclusively shown on the Final Closing Balance Sheet, to be paid off by Buyer at Closing and treated as Purchase Price consideration; provided, however, (i) Buyer shall have no obligation to pay off any indebtedness of Seller to the extent it exceeds the sum of the aggregate amounts determined under clause (1) – (2) above and (ii) any prepayment penalty or similar charge shall be paid by Buyer Seller from its existing cash balances (or otherwise serve as a reduction to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price) 4. the sum of the Balance Sheet Operating Liabilities and Assumed Employee Liabilities, by federal funds wire transfer as to be estimated on the Preliminary Closing Balance Sheet and conclusively shown on the Final Closing Balance Sheet 5. $500,000 representing the Holdback Fund (described in subsection D below) 6. $1,000,000 representing the Warranty Fund (described in Section 3.5) In addition, Buyer shall pay to Seller the Earn-out payments, if any, as contemplated in Section 1.5B. The Purchase Price shall include any amounts from the Holdback Fund and Warranty Fund only to the extent eventually paid to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees Purchase Price (herein so called) to pay be paid by Purchaser to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND shall be an amount equal to One Million Seven Hundred Eighty Thousand and No/100 Dollars ($10,500,000.00) DOLLARS (the "Purchase Price"1,780,000.00), which . The Purchase Price shall be paid payable by Buyer to Seller Purchaser at Closing as follows: (a) by the payment by Purchaser of cash or Current Funds (hereinafter defined) in an amount equal the difference between (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. and (ii) In the event that Closing is extended as hereinafter providedunpaid principal balance, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Depositplus accrued but unpaid interest, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, Existing Note (defined below) as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for date of the Property.Closing; and (b) At by Purchaser assuming all of the time obligations of ClosingSeller under (i) that certain Promissory Note dated as of September 2, 1997 (the "Existing Note"), in the original principal amount of One Million Fifty Thousand and No/100 Dollars ($1,050,000.00), executed by Seller and payable to the order of Government Personnel Mutual Life Insurance Company (together with its successors and assigns referred to herein as the "Existing Lender"), (ii) that certain Deed of Trust executed by Seller for the benefit of the Existing Lender and dated as of even date with the Existing Note (the "Existing Deed of Trust"), and (iii) all other documents, instruments and agreements securing payment of the Existing Note or related to the Existing Note or the Existing Deed of Trust (the Existing Note, the Existing Deed of Trust and any and all notes, deeds of trust, assignments of leases and rents, security agreements, financing statements, agreements, documents or instruments executed in connection therewith or related thereto and either delivered by Seller to Purchaser or identified in the Assumption Agreement (hereinafter defined), as hereinafter providedthe same may have been or may hereafter be amended, supplemented, renewed, extended or restated, shall collectively be referred to herein as the further sum "Existing Loan Documents," and all indebtedness evidenced by the Existing Loan Documents shall be referred to herein as the "Existing Loan"). Notwithstanding the Purchaser's assumption of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account Seller's obligations under the Existing Loan Documents, it is understood and agreed that all funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Purchase Price Existing Loan Documents (the "Existing Escrow Accounts") are held for the benefit of Seller, and at Closing the Purchaser shall be obligated to pay to Seller the total amounts held in all such accounts as of the Closing Date. All amounts held in the Existing Escrow Accounts shall be paid by federal funds wire transfer Purchaser to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, Seller at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingcash.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND shall be One Hundred Forty-Two Million Five Hundred Thousand Dollars ($10,500,000.00142,500,000) DOLLARS (the "“Purchase Price"”), which Purchase Price shall be paid by Buyer subject to Seller adjustment as provided in Paragraph 8(e) below and payable as follows: (a) Within five (i5) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with business days after the execution and delivery of this Agreement by Buyer and Seller, Buyer shall deposit in “Escrow” with the further “Escrow Holder” (as those terms are hereinafter defined), in an interest-bearing account established by Escrow Holder at First American Title Insurance Company (the “Escrow Account”), in cash or other immediately available funds, the sum of ONE HUNDRED FIFTY THOUSAND One Million Five Hundred Thousand Dollars ($150,000.001,500,000) DOLLARS (the "Second “Deposit") ”). The Escrow Holder shall hold the Deposit in the Escrow Account, in accordance with the terms and conditions of this Agreement. All interest on or before such sum shall be deemed income of Buyer, and Buyer shall be responsible for the payment of all costs and fees imposed on the Escrow Account. Nevertheless, all interest accrued on such sum shall be held and disbursed with, and deemed to be a part of, the “Deposit” for all purposes of this Agreement. At Closing, the Deposit and all interest accrued thereon shall be applied toward the Purchase Price and paid through Escrow to Seller. Provided that this Agreement has not been terminated prior to the expiration of the Feasibility Period or Due Diligence Period, the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject is nonrefundable to the terms and conditions hereinafter set forth, and shall be treated Buyer except as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time expressly provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertythis Agreement. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account The balance of the Purchase Price, plus or minus any applicable prorations pursuant to this Agreement, shall be deposited by federal Buyer into the Escrow Account and shall be paid through Escrow to Seller at Closing in cash or other immediately available funds wire transfer not later than 5:00 p.m. Eastern time on the “Closing Date” (hereafter defined). (c) The parties agree and acknowledge that there is no tangible personal property included in the Property and that no portion of the Purchase Price has been allocated to Seller's account as designated to Buyer in writingtangible personal property.

Purchase Price. i) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Initial Purchase shall be Six Million Dollars ($10,500,000.006,000,000) DOLLARS (the "Purchase Price"“Initial Payment”), which Purchase Price shall be paid by Buyer Purchaser at the First Closing in cash to the Sellers, with each Seller as follows:receiving a proportionate share of the Initial Payment calculated by multiplying the Initial Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the Initial Purchase and the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Initial Purchase. (a) (iii) The sum total price to be paid by Purchaser for the Second Purchase shall be 62.5% of FIFTY THOUSAND ($50,000.00) DOLLARS the EBITDA of Casual (the "Initial Deposit") simultaneously “Second Payment”), which shall be paid in cash at the Second Closing, with each Seller receiving a proportionate share of the execution Second Payment calculated by multiplying the Second Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the Second Purchase and delivery the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Second Purchase. For purposes of this Agreement paragraph, EBITDA shall be defined to mean the aggregate earnings of Casual (as calculated prior to any reduction for interest, taxes, depreciation and amortization) for the twelve-month period commencing on January 1, 2005 and ending on December 31, 2005, as computed by Casual’s Chief Financial Officer and certified in accordance with generally accepted accounting principles and applicable rules of the Securities and Exchange Commission (“SEC”). iii) The total price to be paid by Purchaser for the Third Purchase shall be 62.5% of the EBITDA of Casual (the “Third Payment”), which shall be paid in cash at the Third Closing, with each Seller receiving a proportionate share of the Third Payment calculated by multiplying the Third Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the Third Purchase and the further sum denominator of ONE HUNDRED FIFTY THOUSAND which is the total number of all Shares transferred by the Sellers pursuant to the Third Purchase. For purposes of this paragraph, EBITDA shall be defined to mean the aggregate earnings of Casual ($150,000.00as calculated prior to any reduction for interest, taxes, depreciation and amortization) DOLLARS for the twelve-month period commencing on January 1, 2006 and ending on December 31, 2006, as computed by Casual’s Chief Financial Officer and certified in accordance with generally accepted accounting principles and applicable rules of the SEC. iv) The total price to be paid by Purchaser for the Final Purchase shall be 125% of the EBITDA of Casual (the "Second Deposit") on or before “Final Payment”), which shall be paid in cash at the expiration Final Closing, with each Seller receiving a proportionate share of the Feasibility Period or Final Payment calculated by multiplying the Extended Feasibility Period Final Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the Final Purchase and the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Final Purchase. For purposes of this paragraph, EBITDA shall be defined to mean one-third of the aggregate earnings of Casual (as defined in Paragraph 7) unless this Agreement has been terminated calculated prior to such date. The Initial Deposit shall be hereinafter referred to any reduction for interest, taxes, depreciation and amortization) for the thirty-six month period commencing on January 1, 2005 and ending on December 31, 2007, as the "Deposit" computed by Casual’s Chief Financial Officer and the Second Deposit, if certified in accordance with generally accepted accounting principles and when made, shall be included within the definition applicable rules of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertySEC. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. (a) The total aggregate purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is Shares and the Membership Interests (the “Purchase Price”) shall be equal to the sum of TEN MILLION FIVE HUNDRED THOUSAND (i) the Closing Consideration, plus (ii) the Equity Consideration. $10,500,000.00) DOLLARS (2,000,000.00 of the "Purchase Price"), which Purchase Price shall be paid allocated to the Membership Interests, and the remainder of the Purchase Price shall be allocated to the Shares. (b) Within 90 days following the Closing Date, Buyer shall prepare, using the same adjustment categories, approach, methodologies, policies, practices and procedures as were employed in preparing the Latest Balance Sheet and the CSOC Latest Balance Sheet, balance sheets of the Company and CSOC as of the close of business on the date immediately preceding the Closing Date (collectively, the “Closing Balance Sheet”) and shall deliver the Closing Balance Sheet to Seller, together with a statement (in its final, binding and non-appealable form as determined below, the “Closing Statement”) setting forth Buyer’s calculation of the Closing Consideration and other entries appearing in the Closing Statement based upon the amounts set forth in the Closing Balance Sheet and, with respect to the determination of the Adjustment Amount, using the same adjustment categories, approach, methodologies, policies, practices and procedures as were employed in determining the Estimated Adjustment Amount, except as otherwise provided on Schedule 1.1. Seller shall cooperate, at Buyer’s expense, as reasonably requested in connection with the preparation of the Closing Balance Sheet and the Closing Statement. During the 30-day period immediately following Seller’s receipt of the Closing Statement and the Closing Balance Sheet, Seller shall be entitled to review Buyer’s and its agents’ and representatives’ working papers related to the preparation of the Closing Statement and the Closing Balance Sheet and the determination of the Closing Consideration. The Closing Statement prepared, and Closing Consideration calculated, by Buyer shall become final, binding and non-appealable upon the parties 30 days following Seller’s receipt thereof, unless Seller shall give written notice of its disagreement (a “Notice of Disagreement”) to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") Buyer on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. Buyer shall cooperate as reasonably requested in connection with the preparation of the Notice of Disagreement. If a Notice of Disagreement is timely given by Seller, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final, binding and non-appealable upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Firm. During the 10 days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Buyer and its agents and representatives shall be hereinafter permitted to review Seller’s and its agents’ and representatives’ working papers relating to the Notice of Disagreement. If, at the end of the 10-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to the Firm for review and resolution all matters (but only such matters) which remain in dispute, and the Firm shall make a final determination of the Closing Consideration in accordance with the guidelines and procedures set forth in this Agreement and attached Schedules. The parties will cooperate with the Firm during the term of its engagement. In resolving any matters in dispute, the Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Firm’s determination of the Closing Consideration will be based solely on presentations by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement and attached Schedules (i.e., not on the basis of an independent review). Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Closing Consideration, as determined by the Firm, be increased or decreased from the Estimated Closing Consideration agreed upon by the parties by reason of the application of new principles or concepts, or deviations from the same adjustment categories, approaches, methodologies, policies, practices or procedures, as were employed by the parties in determining the Estimated Closing Consideration, except as otherwise expressly set forth on Schedule 1.1. The Closing Consideration, as determined by the Firm, and Closing Statement, as adjusted by the Firm to reflect its determination of the Closing Consideration, shall become final, binding and non-appealable on the parties on the date the Firm delivers its final resolution in writing to the parties (which the Firm shall be instructed to deliver not more than 30 days following submission of such disputed matters). The Firm shall determine the allocation of the costs and expenses of its engagement based upon the proportion of the aggregate amounts the Firm determines to be properly disputed by a party in relation to the aggregate amounts actually disputed by such party. For example, if the aggregate amount of the Closing Consideration calculated by Buyer is $1,000, and if Seller contests only $500 of the amount calculated by Buyer, and if the Firm ultimately resolves the dispute by finding that Buyer properly calculated $300 of that $500, then the costs and expenses of the Firm will be allocated 60% (i.e. 300÷500) to Seller and 40% (i.e. 200÷500) to Buyer. The non-prevailing party shall pay a similar portion of the prevailing party’s third-party costs (e.g., attorneys’, consultants’ and accountants’ fees and disbursements) incurred in connection with having the Firm establish the amount of the Closing Consideration. For example, if under the facts set forth above Seller contested $500 and the Firm determined that Buyer was 60% correct, then Seller would pay 60% of Buyer’s third-party costs. The date that the Closing Statement and Closing Consideration becomes final, binding and non-appealable on the parties in accordance with this Section 2.3(b) is referred to herein as the "Deposit" “Final Determination Date,” and on such date the Second Deposit, if and when made, Closing Statement shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, attached to this Agreement as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertySchedule 2.3(b). (iic) In If the event that Closing Consideration as finally determined in accordance with this Section 2.3 (the “Final Closing Consideration”) is extended as hereinafter greater than the Estimated Closing Consideration, then Parent shall cause Buyer to pay to Seller, within three (3) business days after the Final Determination Date, the amount of such difference by wire transfer of immediately available federal funds to an account previously designated by Seller; provided, however, that if the same is not received by Seller within such three (3) business day period, then interest shall accrue on such amount from and including the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") Closing Date at the time provided for in Paragraph 3. The Third DepositDefault Rate, if and when made, Parent and Buyer shall be included within jointly and severally liable for the definition immediate payment in full of the "Deposit". The Third Deposit shall be deposited with amount of accrued interest at the Escrow AgentDefault Rate from and including the Closing Date, as hereinafter defined, to be held subject notwithstanding anything to the terms and conditions hereinafter set forthcontrary contained elsewhere in this Agreement or any other agreement between A▇▇▇▇, and shall be treated as payment on account of Seller, Buyer and/or Parent relating to the Purchase Price if Closing is made for the Propertytransactions contemplated hereby. (bd) At If the time Final Closing Consideration is less than the Estimated Closing Consideration, then Seller shall, or A▇▇▇▇ shall cause Seller to, pay to Buyer an amount equal to 85% of Closingsuch difference, as hereinafter and Escrow Agent shall return to Buyer from the Escrow Account an amount equal to 15% of such difference, by wire transfer of immediately available federal funds to an account previously designated by Buyer, within three days after the Final Determination Date; provided, however, that if 85% of such difference is not received by Buyer, or if Seller has not so instructed the further sum Escrow Agent to return 15% of TEN MILLION THREE HUNDRED THOUSAND such difference to Buyer, within such three ($10,300,000.003) DOLLARS business day period, then interest shall accrue on account such portion or portions of such difference from and including the Closing Date at the Default Rate, and A▇▇▇▇ and Seller shall be jointly and severally liable for the immediate payment in full of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, amount of accrued interest at the time of Default Rate from and including the Extended Closing Date, as provided notwithstanding anything to the contrary contained elsewhere in Paragraph 3this Agreement or any other agreement between A▇▇▇▇, Seller, Buyer and/or Parent relating to the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingtransactions contemplated hereby.

Purchase Price. The total Provided that Seller delivers 523 Qualified Subscribers as of the Closing Date, in full consideration of the sale and purchase price which of the Assets as set forth herein, Buyer agrees to shall pay to Seller an amount equal to $245,000, as described in this Section. The Purchase Price is calculated by the Seller and which number of Qualified Subscribers as of the Seller agrees to accept for Closing Date, multiplied by the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Individual Qualified Subscriber Value (the "“Total Qualified Subscriber Value”). To the extent number of Qualified Subscribers as of the Closing Date exceeds 523, the Purchase Price shall be increased by the number of Qualified Subscribers greater than 523 multiplied by the Individual Qualified Subscriber Value. However, to the extent the number of Qualified Subscribers as of the Closing Date is less than 523, the Purchase Price shall be reduced by the number of Qualified Subscribers multiplied by the Individual Qualified Subscriber Value. The Total Qualified Subscriber Value shall then be adjusted by the Purchase Price Adjustment as provided in Section 3.2, which final amount shall constitute the “Purchase Price"), which ”. The Purchase Price shall be paid by Buyer to Seller as followsin the following manner: (a) (i) The sum Buyer shall pay to Seller, in cash at Closing the amount of FIFTY THOUSAND Fifty Thousand Dollars ($50,000.00) DOLLARS (), provided that the "Initial Deposit") simultaneously with the execution and delivery amount of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on cash at Closing shall increase or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Depositdecrease, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agentapplicable, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of determined by the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS Adjustments described in Section 3.2 (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if “Closing is made for the Property.Cash Payment”); and (b) At Buyer shall pay to Seller the time amount of Twenty Thousand Dollars ($20,000.00)in common stock of the Buyer at Closing, as hereinafter providedwith the price per share determined by a 30-day Volume Weighted Average Price Per Share (“VWAP Per Share”), ending with the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account day prior to any announcement of the Purchase Price by federal funds wire transfer to Seller's account as designated to transaction; and (c) Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of and Seller shall determine the Purchase Price, including all Purchase Price Adjustments arising under Section 3.2 and all proration adjustments pursuant to this Agreement, to the extent known or then subject to calculation, on the Closing Date, which estimate shall be provided by federal funds wire transfer to Seller's account as designated Seller to Buyer for Buyer’s review and approval no later than two business days prior to the Closing Date; to the extent such Purchase Price Adjustments and the following items: a) executed site leases for existing sites without written agreements, b) Required Consents, and c) all requested internet protocol address information, (collectively defined as “Closing Cash Payment Deliverables,”) are not provided two business days prior to the Closing Date, Buyer shall withhold thirty percent (30%) of the Closing Cash Payment until such Purchase Price Adjustments are calculated and Closing Cash Payment Deliverables are provided to Buyer for Buyer’s review and approval, upon such review and approval, Buyer shall then pay the balance of the Closing Cash Payment as applicable; and (d) Beginning ninety days after the Closing Date, or if the Closing Date does not fall on the last day of the month, ninety days from the last day of the month in writingwhich the Closing Date occurs, the Buyer shall make seven consecutive quarterly payments of Eighteen Thousand and Seven Hundred and Fifty Dollars ($18,750.00) to the Seller and an eighth and final payment in the amount of Forty Three Thousand and Seven Hundred and Fifty Dollars ($43,750) (the “Post-Closing Payments”). For the sake of clarity, the Post Closing Payments are described in Schedule 3.1(d) attached hereto.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which shall be FOUR HUNDRED SEVENTY-FIVE THOUSAND and 00/100 DOLLARS ($475,000.00). The Purchase Price shall be paid to Seller by Buyer to Seller as followsin the following manner: (a) (i) The sum An initial deposit in the amount of TWENTY-THREE THOUSAND SEVEN HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($50,000.0023,750.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS ), to be delivered by Buyer to Vandenberg & Feliu, LLP (the "Second Es▇▇▇▇ ▇▇▇▇▇") ▇▇ ▇▇re transfer of immediately available funds, no later than 3:00 p.m. (Eastern Time) on the second Business Day (as hereinafter defined) after the Date of this Agreement. (b) An additional deposit in the amount of ELEVEN THOUSAND EIGHT HUNDRED SEVENTY-FIVE and 00/100 DOLLARS ($11,875.00) (the "Additional Deposit") to be delivered by Buyer to Escrow Agent by wire transfer of immediately available funds, no later than 3:00 p.m. (Eastern Time) on or before the expiration of second Business Day after the Feasibility Period or the Extended Feasibility Period Due Diligence Expiration Date (as defined in Paragraph 7) unless this Agreement has been terminated prior to such datehereinafter defined). The Initial Deposit shall be and the Additional Deposit are hereinafter collectively referred to as the "Deposit" and ". (c) Any interest earned on the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited deemed to be part of the Deposit and shall be paid together with the principal portion of the Deposit, it being understood that any interest earned on the Deposit shall not be credited to the Purchase Price upon the Closing and shall, upon the Closing, be and remain the property of Seller. The wire transfers shall be made by Buyer in accordance with the instructions attached hereto as Exhibit B. If Escrow AgentAgent shall not receive the Deposit, in immediately available funds, within the time period specified above, Seller shall have the immediate right to terminate this Agreement by notice to Buyer and have available to it all the rights and remedies herein for a Buyer's breach. (d) In the event that the purchase and sale of the Property closes as hereinafter definedcontemplated by this Agreement, the Escrow Agent shall pay the Deposit plus any accrued interest to Seller at Closing. (e) In the event that the Buyer fails to perform any of the terms or conditions of this Agreement, then, the Deposit plus, if any, accrued interest shall be held subject paid to Seller by Escrow Agent and retained by Seller as liquidated damages which shall be the sole remedy of Seller for such breach, and this Agreement shall be null and void and neither party shall have any further obligation to the other hereunder. (f) In the event that the Seller fails to perform any of the terms and conditions of this Agreement, Buyer may choose, after not less than ten (10) days notice by Buyer to Seller (which notice sets forth said choice), to: (i) have the Deposit plus accrued interest, if any, disbursed to Buyer by Escrow Agent pursuant to the terms and conditions hereinafter set forthcontained in subparagraph 2.02 (g) of this Agreement and Seller shall not be further obligated to Buyer, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. or (ii) In seek specific performance by Seller of its obligations in this Agreement. If Buyer seeks specific performance, the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, Deposit plus any accrued interest shall not be included within the definition of the "Deposit". The Third Deposit shall be deposited with distributed by the Escrow AgentAgent until either: (i) specific performance is granted by a court or other body of competent legal jurisdiction and a Closing occurs, as hereinafter defined, to be held subject at which time Escrow Agent shall disburse the Deposit and accrued interest pursuant to the terms and conditions hereinafter set forthof subparagraph 2.02(d) of this Agreement, and shall be treated as payment on account or (ii) specific performance is denied by a court or other body of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3competent legal jurisdiction, at which time the time of Escrow Agent shall disburse the Extended Closing DateDeposit and accrued interest, as provided if any, pursuant to the terms and conditions in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.subparagraph 2.02

Purchase Price. The total aggregate purchase price which (the Buyer agrees “Purchase Price”) to pay to be paid by the Seller and which the Seller agrees to accept Purchaser as consideration for the Property is sale, transfer and conveyance of the sum of TEN MILLION FIVE HUNDRED THOUSAND Transferred Assets pursuant to this Agreement shall be Eighty Eight Million Six Hundred Thousand Dollars ($10,500,000.00) DOLLARS (the "Purchase Price"88,600,000), which subject to adjustment pursuant to Section 1.5 below. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND Five Million Dollars ($50,000.005,000,000) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Purchase Price shall be hereinafter referred to credited as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject paid pursuant to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyOption Agreement. (b) At the time of Closing, as hereinafter the Purchaser shall pay (or cause to be paid) to Seller (or to one or more Affiliates of Seller), in cash in immediately available funds, a total of Eighty Three Million Six Hundred Thousand Dollars ($83,600,000), less the Indemnification Holdback Amount (the “Closing Payment”), subject to adjustment pursuant to Section 1.5(a) below, by wire transfer to one or more accounts provided to the Purchaser by Seller prior to the Closing (it being understood that if Seller desires that any portion of the amount specified in this Section 1.3 be paid to any Affiliate of Seller, Seller shall provide the Purchaser with written instructions with respect thereto prior to the Closing). The Closing Payment shall be made in United States dollars; provided, however, that the further sum Purchaser may deliver up to CONFIDENTIAL $600,000 of TEN MILLION THREE HUNDRED THOUSAND the Closing Payment in Chinese renminbi ($10,300,000.00at an exchange rate determined as the average of the prevailing exchange rates published by the Wall Street Journal as of the close of business on each of the five business days immediately preceding the Closing Date) DOLLARS on account to one or more accounts provided to the Purchaser by Seller prior to the Closing, which amount may be used by Seller or Seller’s Affiliate to satisfy potential severance obligations in respect of Transferred Employees of Avanex Communications Technologies Co. (“Avanex”) at the Shanghai Facility. (c) At the Closing, the Purchaser shall assume the Assumed Liabilities by delivery to Seller of an Assignment and Assumption Agreement in form and substance mutually agreeable to the Purchaser and the Seller (the “Assumption Agreement”). (d) At the Closing, the Purchaser shall withhold the Indemnification Holdback Amount from the Purchase Price to provide funds against which a Purchaser Indemnitee may assert claims of indemnification under this Agreement. The Indemnification Holdback Fund will be held, administered and distributed by federal funds wire transfer to Seller's account as designated to Buyer Purchaser in writing; or if Closing is extended as provided in Paragraph 3, at accordance with the time terms of the Extended Closing Date, as provided in Paragraph 3, the further sum Article 8 of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingthis Agreement.

Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Sellers set forth below, on the Closing Date: (a) RP GP Buyer shall purchase from RMC and RMC shall sell to RP GP Buyer the RMC GP Interests, free and clear of all Liens; (b) RP LP Buyer shall purchase from RMC and RMC shall sell to RP LP Buyer, the RMC Other Interests, free and clear of all Liens; and (c) RP LP Buyer shall purchase from the Trusts and the Trusts shall sell to RP LP Buyer, the Trust LP Interests, free and clear of all Liens. The total aggregate purchase price for the Acquired Interests being sold by the Sellers shall be $243,000,000, which shall be subject to adjustment after the Buyer agrees to pay to Closing in the Seller manner set forth in Section 2.4 below (and which the Seller agrees is not subject to accept adjustment for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00Wisconsin Debt) DOLLARS (the "Purchase Price"). Such purchase and sale shall be effected on the Closing Date by the Sellers delivering to the Buyers such assignments and other instruments and documents as shall be effective to vest in the Buyers, which on the Closing Date, good and marketable title to the Acquired Interests, subject, in each case, to no Liens other than such as may be created by or on behalf of the Buyers other than pursuant to the Wisconsin Debt, being purchased by the Buyers from the Sellers, against delivery by the Buyers to the Sellers of the Purchase Price. Payment of the Purchase Price shall be paid made by Buyer wire transfer of immediately available funds to Seller such accounts as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with Sellers shall designate in writing to the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration Buyers. A portion of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior Purchase Price equal to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit $12,500,000 shall be deposited with a bank (the "Escrow Agent"), as hereinafter defined, to be held subject pursuant to the terms of the Escrow Agreement among the parties hereto and conditions hereinafter set forththe Escrow Agent (the "Escrow Agreement") substantially in the form attached hereto as Exhibit B, and shall which will be treated as payment on account available until the third anniversary of the Closing Date for the purposes described in Section 7.2(d) (the "Escrow Fund"). A portion of the Purchase Price if equal to $50,000,000 plus any additional amounts identified in the payoff letter of RPLP delivered to the Buyers on the day prior to Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum with respect to RPLP's indebtedness to Prudential Insurance Company of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, America shall be included within the definition wired to Prudential Insurance Company of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on America's bank account referenced in such payoff letter in respect of the Purchase Price if Closing is made for the Propertysuch indebtedness. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Vistana Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) shall be calculated and paid by Buyer to Seller as follows: (a) (i) The sum total Purchase Price shall be determined by multiplying the total number of FIFTY THOUSAND ($50,000.00) DOLLARS (acres or portion thereof in the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of Vistana Property by ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre. (b) A minimum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00), based on a sum equal to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre or portion thereof for the portion of the Vistana Property to be conveyed to Purchaser at the Closing not subject to the lien of the Mortgage (as defined in Section 1.02(c) below), as legally described in Exhibit "Second DepositF" attached hereto and containing a minimum of ten (10) acres ("Initial Development Parcel"), after due credit for costs, credits, prorations and adjustments as provided herein, shall be paid by Purchaser to Seller at the time of Closing by wire transfer of immediately available funds ("Cash Purchase Price"). (c) A purchase money note ("Note") in the form attached hereto as Exhibit "G" for the balance of the Purchase Price shall be executed by Purchaser and delivered to Seller at Closing as provided in Section V below. The Note shall be secured by a purchase money mortgage ("Mortgage") in the form attached hereto as Exhibit "H" to be executed by Purchaser and delivered to Seller at Closing encumbering the remainder of the Vistana Property not included in the Initial Development Parcel ("Mortgage Property"). The Note and Mortgage shall require that Purchaser make periodic payments of principal, without interest, in amounts sufficient to release portions of the Mortgage Property in accordance with the following schedule, based on an amount equal to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre or portion thereof of the Mortgage Property to be released from the Mortgage: (i) Purchaser shall pay such amount, which together with the amount previously paid for the Initial Development Parcel shall equal at least TWO MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,250,000.00), in order to release so much of the Mortgage Property which is contiguous to the Initial Development Parcel, and which together with the Initial Development Parcel will contain at least fifteen (15) acres, on or before the expiration date which is twenty-one (21) months after the date of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyClosing. (ii) In Purchaser shall pay such amount, which together with the event that Closing is extended as hereinafter provided, then amount previously paid for the further sum of ONE HUNDRED THOUSAND Initial Development Parcel and the amount paid pursuant to Subsection 1.02(c)(i) above shall equal at least THREE MILLION AND NO/100 DOLLARS ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for 3,000,000.00), in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition order to release so much of the "Deposit". The Third Deposit shall be deposited Mortgage Property which is contiguous to the property previously released, and which together with the Escrow AgentInitial Development Parcel and the property released pursuant to Subsection 1.02(c)(i) above will contain at least twenty (20) acres, as hereinafter defined, to be held subject to on or before the terms and conditions hereinafter set forth, and shall be treated as payment on account date which is thirty-three (33) months after the date of the Purchase Price if Closing is made for the Propertythis Closing. (biii) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account The entire remaining principal balance of the Purchase Price Mortgage shall be paid by federal funds wire transfer Purchaser in order to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at release the time remainder of the Extended Closing DateMortgage Property from the Mortgage, as provided on or before the date which is forty-five (45) months after the Closing. (iv) The Mortgage Property shall be released in Paragraph 3, such a manner so that at any time the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account portion of the Purchase PriceMortgage Property not released is a contiguous parcel without gaps, by federal funds wire transfer gores or hiatuses, and so that the southernmost portion of the Vistana Property will be released last. (v) Purchaser shall also use its reasonable best efforts in the design, planned phasing and construction of its Vacation Resort so that at any time the improvements constructed on the portions of the Vistana Property which have been released from the Mortgage will comply with all setback and subdivision requirements applicable thereto without regard to Selleror reliance upon the remaining Mortgage Property for such compliance. If any of the Vistana Property is reconveyed to Seller for any reason hereunder, Seller and Purchaser shall reasonably cooperate and grant to each other such easements as are reasonably necessary to comply with such subdivision and setback requirements and to provide for utilities and storm water drainage and retention for each of their parcels. Seller acknowledges, however, that it shall be responsible for providing its own access to any portion of the Vistana Property conveyed back to it hereunder. (vi) Purchaser's account as designated to Buyer in writingobligations under this Section 1.02(c) shall survive the Closing of this Agreement.

Purchase Price. The total purchase price which (the Buyer agrees to pay to the Seller and which the Seller agrees to accept “Data Purchase Price”) for the Property Data is the sum of TEN MILLION FIVE HUNDRED THOUSAND Twenty Million Dollars ($10,500,000.0020,000,000) DOLLARS and the purchase price for the Assets, except for the Data (the "“Properties Purchase Price"”) is Eighty Million and Dollars ($80,000,000), which . The Data Purchase Price and the Properties Purchase Price are hereinafter sometimes referred to collectively as the “Total Purchase Price”. The recipients of the Data Purchase Price and the Properties Purchase Price are as set forth in Schedule 3.1 to this Agreement. The Parties agree the Properties Purchase Price shall be paid by Buyer to Seller as follows: adjusted (a) at Closing, with such adjustments to be reflected in the Preliminary Settlement Statement to be delivered at Closing, and (ib) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS within the time prescribed in Section 9.1 below, with such adjustments to be reflected in the Final Settlement Statement (the "Initial Deposit") simultaneously Properties Purchase Price as adjusted is herein sometimes refrrred to as the “Adjusted Properties Purchase Price”. Any such adjustment made to the Properties Purchase Price shall be made in conformity with the execution and delivery of this Agreement Section 3.2 below. The Data Purchase Price and the further sum of ONE HUNDRED FIFTY THOUSAND Adjusted Properties Purchase Price ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be which two prices, when added together, are hereinafter sometimes referred to as the "Deposit" and “Adjusted Total Purchase Price) set forth in the Second Deposit, if and when made, Preliminary Settlement Statement shall be included within paid at Closing in cash or by direct bank or wire transfer in same day funds. Buyer shall have discharged its obligation to Seller concerning the definition payment of the "Deposit"Adjusted Total Purchase Price upon its disbursement thereof to Seller in accordance with instructions set forth in the Preliminary Settlement Statement, and Buyer shall have no obligation or liability concerning the further distribution of the Adjusted Total Purchase Price beyond Seller. The Deposit shall be deposited with Parties further agree and understand that payment of the Escrow Agent, as hereinafter defined, to be held full amount of the Data Purchase Price is subject to the terms and conditions hereinafter set forth, and following conditions: (i) Buyer shall not be treated as payment on account obligated to delver full amount of the Data Purchase Price if to Seller at the time of Closing is made for unless and until Buyer receives title to all of the Property. 56% WI and of the ▇▇▇ involved, (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within to the definition extent that Buyer does not receive at Closing title to all of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms 56% WI and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At ▇▇▇ involved, at the time of Closing, a portion of the Data Purchase Price (as hereinafter providedherein determined) shall be deposited with LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, with its principal office in Chicago, Illinois (the “Escrow Agent”) pursuant to an Escrow Agreement in the form as attached hereto as Schedule 3.1A, (iii) the portion of the Data Purchase Price to be placed into escrow with the Escrow Agent (the “Escrow Amount”) shall be a percentage amount of the Data Purchase Price as shall be equal to the percentage amount of the 56% WI and the ▇▇▇ not acquired by Buyer at Closing based upon the allocation schedule included as part of Exhibit “C” hereto (for example: if the Properties Purchase Price for the entire amount of the 56% WI and of the ▇▇▇ involved equals $50,000,000, and if only $25,000,000 thereof is actually payable to Third Party Owners at Closing, then and in such event the percentage amount of the Data Purchase Price to be placed into escrow with the Escrow Agent shall be fifty percent (50%), and thus the Escrow Amount would be $10,0000,000; 50% of $20,000,0000), (iv) if and to the extent that Buyer succeeds in purchasing, subsequent to Closing, any of 56% WI or ▇▇▇ involved, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account premium paid to the owners of the 56% WI or ▇▇▇ purchased [the premium is the amount in excess of the portion of the Properties Purchase Price herein allocated to the Assets (except for the Data) being purchased] shall be deducted from the Escrow Amount and shall be promptly paid by federal funds wire transfer the Escrow Agent to Buyer, and (v) at such time as Buyer acquires title to all of the 56% WI and ▇▇▇ involved, the balance of the Escrow Amount shall then be promptly paid by the Escrow Agent to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total Section 5.1 of the Purchase Agreement is deleted in its entirety and replaced by the following: 5.1 Upon the closing of the transaction contemplated by this Agreement (the “Closing”) with respect to the Property (the “Transaction”), the aggregate purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept (“Purchase Price”) payable by Purchaser for the Property is the sum of TEN shall be ONE HUNDRED EIGHTEEN MILLION FIVE NINE HUNDRED TWO THOUSAND EIGHT HUNDRED EIGHTY EIGHT AND 00/100 DOLLARS ($10,500,000.00) DOLLARS (the "Purchase Price"118,902,888.00), which . The Purchase Price due from Purchaser at Closing (after crediting the Deposit and after application of prorations and adjustments provided for in this Agreement) shall be paid delivered by Buyer Purchaser to Seller Escrow Holder, as follows: (a) (i) The sum of FIFTY THOUSAND An amount equal to EIGHTY EIGHT MILLION AND 00/100 DOLLARS ($50,000.0088,000,000.00) DOLLARS minus the Deposit (such amount being the "Initial Deposit"“Cash Portion”) simultaneously shall be delivered by wire transfer of immediately available federal funds no later than 3:00 p.m. Eastern Time/12:00 p.m. Pacific Time on the Closing Date, which amount shall be disbursed to Seller at Closing in accordance with the execution and delivery applicable provisions of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.Agreement; and (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition payment of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account remaining portion of the Purchase Price if Closing (such portion is made for the Property. “Deferred Purchase Price”), the Promissory Note and the Security Instrument, each executed by Purchaser, shall be delivered to Escrow Holder prior to or concurrently with the delivery to Escrow Holder of the Cash Portion. Upon the Closing: (bx) At the time of Promissory Note shall be deemed delivered to Seller; and (y)if the Purchaser elects to deliver the Escrow Agreement as the Security Instrument, then the Escrow Agreement shall be deemed effective provided that, no later than the Closing, Purchaser shall have delivered to Escrow Holder, by wire transfer of immediately available federal funds, an amount equal to the Deferred Purchase Price as hereinafter providedcontemplated by the Escrow Agreement, or if the further sum Purchaser elects to execute the Seller Deed of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account Trust as the Security Instrument, then the Seller Deed of Trust shall be recorded with the County Recorder’s Office of the Purchase Price by federal funds wire transfer County of Ventura County, California. For the avoidance of doubt, if Purchaser executes the Seller Deed of Trust, then Purchaser shall have no obligation to Seller's account as designated execute the Escrow Agreement, and if Purchaser executes the Escrow Agreement, then Purchaser shall have no obligation to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at execute the time Seller Deed of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingTrust.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Assets shall be Two Hundred Fifty Thousand Dollars ($10,500,000.00250,000) DOLLARS (the "Purchase Price"), which subject to adjustment and payable in cash, note and stock, as provided in this Agreement. An adjustment to the Purchase Price shall (the "Purchase Price Adjustment") will be paid by Buyer to Seller made at Closing as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (All tangible personal property taxes on the "Initial Deposit") simultaneously with Assets shall be prorated on the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration basis of the Feasibility Period or taxes for the Extended Feasibility Period (as defined in Paragraph 7) preceding year unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Depositcurrent year's taxes are available; and, if and when made, shall be included within prorated on the definition basis of the "Deposit"preceding year, the same will be adjusted and reprorated between the parties after the closing whenever the taxes for the current year are available. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, Such taxes are to be held subject to prorated as of the terms and conditions hereinafter set forth, end of the day immediately preceding the date of closing and shall be treated as payment on account of based upon the Purchase Price if Closing is made net taxes remaining after the deduction for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertymaximum allowable discount. (b) At All rent prepaid by Seller on the time lease covering the Business premises shall be prorated to the date of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Closing and Seller shall receive all unearned portion thereof from Buyer in writing; or if Closing is extended as provided in Paragraph 3, cash at the time of the Extended Closing. Also, Buyer shall reimburse Seller at Closing Datefor any security deposit paid by Seller to and on deposit with landlord on such lease, as provided in Paragraph 3that such deposit shall be credited to the Buyer by the landlord. (c) All deposits heretofore paid by Seller for utilities, telephone services and other similar services shall remain the property of Seller, which must obtain refunds of same from the firms to which the deposits have been paid. (d) Should Buyer elect to assume and transfer any of the existing insurance policies of Seller covering the business activities described herein or the assets described herein, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS premium on account such policies which is prepaid past Closing shall be prorated as of the Purchase Price, by federal funds wire transfer to Seller's account as designated to end of the day immediately preceding Closing and Buyer shall reimburse Seller in writingcash at closing for the amount of such premiums which have been prepaid past said date.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND shall be Thirty-Two Million Five Hundred Fifty Thousand Dollars ($10,500,000.0032,550,000) DOLLARS (the "“Purchase Price"”), which Purchase Price shall be paid by Buyer subject to Seller adjustment as provided in Paragraph 8(e) below and payable as follows: (a) Within five (i5) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with business days after the execution and delivery of this Agreement by Buyer and Seller, Buyer shall deposit in “Escrow” with the further “Escrow Holder” (as those terms are hereinafter defined), in an interest-bearing account established by Escrow Holder at First American Title Insurance Company (the “Escrow Account”), in cash or other immediately available funds, the sum of ONE HUNDRED FIFTY THOUSAND Eight Hundred Thousand Dollars ($150,000.00800,000) DOLLARS (the "Second “Initial Deposit"”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, within two (2) on or before business days after the expiration of the Feasibility Period or the Extended Feasibility Period “Due Diligence Period” (as defined hereinafter defined), Buyer shall deposit into the Escrow Account additional cash or other immediately available funds in Paragraph 7the amount of Eight Hundred Thousand Dollars ($800,000) unless (the “Second Deposit”, and together with the Initial Deposit and, once paid, if it all, the “Extension Deposit” (as hereinafter defined), the “Deposit”). The Escrow Holder shall hold the Deposit or any portion thereof in the Escrow Account, in accordance with the terms and conditions of this Agreement. All interest on such sum shall be deemed income of Buyer, and Buyer shall be responsible for the payment of all costs and fees imposed on the Escrow Account. Nevertheless, all interest accrued on such sum shall be held and disbursed with, and deemed to be a part of, the “Deposit” for all purposes of this Agreement. At Closing, the Deposit and all interest accrued thereon shall be applied toward the Purchase Price and paid through Escrow to Seller. Provided that this Agreement has not been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition expiration of the "Deposit". The Due Diligence Period, the Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject is nonrefundable to the terms and conditions hereinafter set forth, and shall be treated Buyer except as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time expressly provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertythis Agreement. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account The balance of the Purchase Price, plus or minus any applicable prorations pursuant to this Agreement, shall be deposited by federal Buyer into the Escrow Account and shall be paid through Escrow to Seller at Closing in cash or other immediately available funds wire transfer to Seller's account as designated to Buyer in writingnot later than 5:00 p.m. Eastern time on the “Closing Date” (hereafter defined).

Purchase Price. The total purchase price which (a) As consideration for the Buyer agrees to sale of Purchased Assets, at Closing Purchaser shall (i) pay to the Seller and which the Seller agrees to accept for the Property is the sum a total of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS 3,712,133.68 (the "Purchase Price"), which and (ii) assume the Assumed Liabilities by executing and delivering to Seller an Assignment of Contracts (the "Contract Assignment") in substantially the form of Exhibit B and an Assignment of Leases (the "Lease Assignment") in substantially the form of Exhibit C. The Purchase Price shall be paid payable by Buyer to Seller Purchaser as follows: (ab) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS Purchaser has deposited into an interest bearing escrow (the "Initial DepositEscrow") simultaneously established with Nevada Title Company ("Deposit Holder") the sum of $53,850, in immediately available funds (such amount, together with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be interest earned thereon, being hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"). The Deposit shall be credited against the Purchase Price. (c) At Closing, such sum as may be necessary to make Purchaser's total cash deposit with Deposit Holder equal the Purchase Price, after giving effect to any and all of Purchaser's and Seller's credits and debits pursuant hereto, including, without limitation, the Deposit. (d) [Intentionally omitted] (e) [Intentionally omitted] (f) Purchaser and Seller agree that all sums deposited by Purchaser pursuant hereto shall be invested in treasury bills, certificates of deposit, short term money market instruments or bank repurchase contracts approved by Purchaser and Seller, in such manner as to make all such sums (and the interest earned thereon) available on the date for Closing. Purchaser and Seller hereby instruct Deposit Holder to so invest such sums and to return to Purchaser, upon Closing, all sums in excess of those needed to satisfy Purchaser's obligations hereunder to Seller. Interest earned thereon shall be for the account of Purchaser, and Purchaser shall provide Deposit Holder with Purchaser's taxpayer identification number for use in opening the Escrow Agent, as hereinafter defined, Escrow. (g) Any funds to be held subject delivered hereunder shall be immediately available federal funds wire transferred. It shall be Purchaser's responsibility to obtain adequate wiring instructions for an escrow account of Deposit Holder. (h) If Purchaser has not previously terminated this Agreement, by written notice to Seller and Deposit Holder pursuant to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter providedthis Agreement, then the further sum Deposit Holder shall deliver the Deposit to Seller, in accordance with such wire transfer instructions as Seller shall give to Deposit Holder, immediately upon the expiration of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3Due Diligence Period. The Third DepositThereafter, if and when madethe Closing shall fail to occur solely because of the breach of Purchaser under this Agreement, then Seller shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.entitled to

Purchase Price. The total purchase price which the Buyer agrees to (a) Purchaser shall pay to Seller the total sum of Thirty-one Million Six Hundred Twenty-three Thousand Eight Hundred Eighty-seven Dollars ($31,623,887.00) (the “Purchase Price”). Seller and which Purchaser agree that the Purchase Price shall be allocated to each Parcel as shown under the term “Purchase Price” on Exhibit “A”, attached hereto, provided, however, that Purchaser may, on not less than seven (7) days’ advance notice to Seller agrees reasonably reallocate the Purchase Price to accept for reflect the values determined in the appraisal (as set forth in Section 10(e) of this Agreement), provided that no reallocation shall change the aggregate Purchase Price of the Property is set forth above and of the sum of TEN MILLION FIVE HUNDRED THOUSAND #4 Parcels ($10,500,000.00hereinafter defined). At Seller’s option, the Purchase Price may be paid to two (2) DOLLARS separate payees, to be designated by the Seller, and reflected on two (the "Purchase Price"), which 2) separate closing statements at Closing. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of Not later than two (2) business days after the Effective Date, Purchaser shall deliver to ▇▇▇▇▇ Title Company, as agent for Fidelity National Title Company (the “Escrow Agent”) TWO HUNDRED FIFTY THOUSAND AND 00/100 ($50,000.00250,000.00) DOLLARS (the "Initial “Deposit"”) simultaneously with in Current Funds, to be held by the execution Escrow Agent in escrow to be applied and delivery disposed of by the Escrow Agent as is provided in this Agreement. If Purchaser fails to pay the Deposit to the Escrow Agent as herein provided, Seller shall be entitled to declare a default under this Agreement and the without further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless notice, whereupon this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred terminated and of no further force or effect. Seller shall have the right, notwithstanding, to proceed against the Purchaser for the Deposit as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"for liquidated damages. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of applied against the Purchase Price if Closing is made for at Closing. As used herein, the Property. (ii) In term “Current Funds” shall mean wire transfers, certified funds or a cashier’s check in the event form acceptable to the Escrow Agent that Closing is extended as hereinafter provided, then would permit the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3Escrow Agent to immediately disburse or deposit such funds. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with held and disbursed by the Escrow Agent, Agent as hereinafter defined, to be held subject more fully set forth in this Agreement and in the Escrow Agreement annexed hereto as Exhibit “B” (“Escrow Agreement”). The risk of loss with respect to the terms and conditions hereinafter set forth, and Deposit shall be treated as payment on account of the Purchase Price if Closing is made for the Propertywith Purchaser. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees This assignment, sale, transfer and conveyance by Seller to pay to the Seller and which the Seller agrees to accept for Purchaser of the Property is made and accepted for and in consideration of the price and sum of EIGHTY MILLION AND 00/100 DOLLARS ($80,000,000.00), in part payment and deduction whereof the present Purchaser has paid the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) AND 00/100 DOLLARS (the "Purchase Price"$ ), [in cash current money] of the United States of America, receipt of which Purchase Price shall be paid by Buyer amount the said Seller hereby acknowledges and grants full acquittance therefore unto the said Purchaser. [add REIT shares to Seller as follows: (a) (i) The the extent issued] AND FOR THE BALANCE of said purchase price, to wit, the sum of FIFTY THOUSAND ($50,000.00) AND 00/100 DOLLARS ($ ), the "Initial Deposit"present Purchaser assumes, binds and obligates itself, its successors and assigns, to pay the full acquittance and discharge of the Seller herein of one certain debt (“Debt”) simultaneously payable to the order of (“Lender”), dated , 20 , in the original principal sum of MILLION AND 00/100 DOLLARS ($ ,000,000.00), bearing interest as provided therein, which said Debt is secured with the execution an Act of Leasehold Mortgage, Assignment of Leases and delivery of this Rents, Security Agreement and the further sum Fixture Filing, in favor of ONE HUNDRED FIFTY THOUSAND , and , records of Orleans Parish, Louisiana, and Assignment of Leases and Rents, under ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter All sometimes referred to as the "Deposit" “Loan Documents”). Seller does hereby represent, acknowledge and the Second Deposit, if and when made, shall be included within the definition confirm that as of the "Deposit"date hereof, the outstanding unpaid principal balance due on the debt is $ and that interest has accrued at the rate of $ per day from , 2010. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Said Purchaser does hereby bind itself to the terms full payment and conditions hereinafter set forthdischarge of said Debt and for all liabilities and obligations expressed in said Loan Documents described above. PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THAT THIS ASSIGNMENT, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertySALE, TRANSFER AND CONVEYANCE BY SELLER TO PURCHASER OF THE PROPERTY IS MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN THE PURCHASE AND SALE AGREEMENT (AS DEFINED BELOW) OR ANY DOCUMENT DELIVERED AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE PURCHASE AND SALE AGREEMENT DATED AS OF JUNE , 2010, BY AND SELLER AND PURCHASER (THE “PURCHASE AND SALE AGREEMENT”) ANY DOCUMENT DELIVERED AT CLOSING WITH RESPECT TO THE PROPERTY, PURCHASER ACKNOWLEDGES THAT AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, OR THE ABSENCE OF ANY REDHIBITORY OR OTHER DEFECTS, WHETHER OR NOT KNOWN TO SELLER, (B) THE INCOME DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, OR ANY OTHER INTENDED USE OF PURCHASER, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING ALL WARRANTIES OF TITLE OR PEACEABLE POSSESSION EXCEPT AS PERTAINS TO ACTS OF SELLER DURING ITS OWNERSHIP OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, (I) ANY AND ALL WARRANTIES UNDER LA. CIV. CODE ART. 2475 AND LA CIV. CODE ARTS. 2477 THROUGH 2548 OR ANY OTHER PROVISION OF LAW, OR (J) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; AND PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER EXPRESSLY ACKNOWLEDGES THE FOREGOING AND WAIVES ANY AND ALL RIGHTS OR CAUSES OF ACTION THAT PURCHASER HAS OR MAY HAVE TO RESCIND OR RESOLVE THIS TRANSFER OR TO DEMAND A REDUCTION IN PURCHASE PRICE BASED UPON THE EXISTENCE OF ANY REDHIBITORY OR OTHER VICES, DEFECTS, OR OTHER DEFICIENCIES IN THE PROPERTY OR ANY IMPROVEMENTS, FIXTURES, OR EQUIPMENT FORMING A PART THEREOF, BASED UPON THE UNSUITABILITY OF THE PROPERTY OR ANY OF ITS COMPONENTS OR PARTS FOR PURCHASER’S INTENDED USE OR ANY OTHER USE, BASED UPON ANY EVICTION OF PURCHASER, IN WHOLE OR IN PART, OR BASED UPON ANY OTHER CLAIMED BREACH OF WARRANTY OR OTHER MATTER WHATSOEVER, THIS TRANSFER BEING OTHERWISE ENTIRELY AT PURCHASER’S SOLE PERIL AND RISK. ADDITIONALLY, EXCEPT AS PROVIDED IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE PROPERTY ON THE DATE HEREOF AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OF CLAIM OF CONTRIBUTION) ARISING PROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which In payment and consideration for the Buyer agrees sale and transfer of the Assets by Seller to Purchaser, upon the terms and subject to the conditions set forth herein, Purchaser shall assume and thereafter perform the Assumed Liabilities of Seller set forth in Section 1.3(b) hereof and Purchaser shall pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS as consideration (the "Purchase PriceConsideration"), which Purchase Price ) the amounts set forth below. The Consideration shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND (On the Closing Date, Seller shall receive $50,000.00) DOLLARS 3,516,785.00 in cash (the "Initial DepositCash Portion") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00subject to 2.1(i)(b) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit below, which shall be hereinafter referred paid by certified or bank cashier's check or by wire transfer of immediately available funds to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on an account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertydesignated by Seller. (b) At On the time Closing Date, Purchaser, with the assistance of ClosingSeller, will deliver to Seller a Closing Date balance sheet (the "Estimated Closing Date Balance Sheet"), for the period ended on the Closing Date, prepared on a basis consistent with Seller's December 31, 1997 balance sheet (the "Balance Sheet"). The Cash Portion payable pursuant to Section 2.1(i)(a) shall be reduced by any debt reflected on the Estimated Closing Balance Sheet ("Debt") and any shortfall in Working Capital reflected on the Estimated Closing Balance Sheet. (a) On the Closing Date, Purchaser shall issue and deliver to Seller 586,131 shares (the "Issued Shares") of Common Stock, par value $ .01 per share, of Purchaser (the "Common Stock"), which will be valued for purposes of the Consideration at $5.70 per share; (b) On the Closing Date, Purchaser shall grant and deliver to Seller a fully assignable option to purchase 47,524 shares of Common Stock at an exercise price of $.01 per share, in the form attached hereto as hereinafter providedAnnex VIII. (a) On the Closing Date, Purchaser shall issue and deliver to Seller an interest bearing, unsecured, subordinated, convertible promissory note (the "First Note") in the principal amount of $2,876,206.00 (the "Initial Principal") substantially in the form attached hereto as Annex V. (b) Seller may not convert the First Note until after the final determination of the principal amount of the First Note (the "Amended Principal") determined in accordance with the NTM EBITDA calculation (discussed below). After the determination of the NTM EBITDA, the further sum First Note shall be convertible into Common Shares of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, ITP which will be valued at the time of conversion at $5.70 per share. (c) The Initial Principal amount of the Extended First Note will be subject to adjustment within ninety (90) days after February 28, 1999, upon presentation of financial statements accompanied by a report of Purchaser@s accountants establishing NEWCO's earnings before interest, taxes, depreciation and amortization for the period beginning March 1, 1998, and ending February 28, 1999 ("NTM EBITDA"). The Amended Principal amount of the First Note shall be determined as follows: (1) If the NTM EBITDA does not exceed $1,188,103.00 (the "LTM EBITDA"), the Amended Principal amount of the First Note will be the Initial Principal amount less $2,851,447.20 (derived by multiplying (LTM EBITDA)(8)(.3) and referred to herein as the "First Holdback"). (2) If the NTM EBITDA is equal to or greater than $1,485,128.80 (125% of LTM EBITDA), then the Amended Principal amount of the First Note shall be maintained in the amount of $2,876,206.00; (3) If the NTM EBITDA is between $1,188,103.00 and $1,485,128.80, then the Amended Principal amount of the First Note shall be an amount reduced by a percentage of the First Holdback such percentage being determined as follows: (A) by subtracting NTM EBITDA from $1,485,128.80; (B) by dividing the result in subparagraph (1) above by $297,025.80 (the difference between NTM EBITDA and LTM EBITDA); and (C) by multiplying the result of subparagraph (2) above by the First Holdback; For example, if the NTM EBITDA was determined to be $1,346,329.00 then the calculation would be as follows: (A) $1,485,128.80 - $1,346,329.00 = $138,799.00; (B) $138,799.00/$297,025.80 = $0.47; and (C) ($0.47)($2,851,447.20) = $1,340,180.20. In this example, the Amended Principal amount of the First Note would be $1,536,025.80 (Initial Principal less the result in subparagraph (C) above). (d) If the Amended Principal amount of the First Note is less than the Initial Principal amount, then Seller shall transfer the First Note to Purchaser for cancellation and Purchaser shall issue and deliver to Seller an amended and restated First Note (the "Amended First Note"), reflecting the Amended Principal amount. Within seven (7) days after the issuance of the Amended First Note, Seller shall pay to Purchaser in cash or in Common Stock the amount representing the excess interest payment paid to Seller on the First Note or by further reducing the principal amount of the Amended First Note. (iv) On the Closing Date, the Purchaser shall execute and deliver an interest bearing, unsecured tax promissory Note in the principal amount of $500,000.00 (the "Tax Note") substantially in the form attached hereto as provided in Paragraph 3Annex VI; (v) On the Closing Date, Purchaser shall assume the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account Assumed Liabilities as designated to Buyer in writing.defined herein; and

Purchase Price. 4.1 The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is Unit ( the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "“Purchase Price"), which ”) is $ The Purchase Price shall be paid by Buyer to Seller is payable as follows: (a) $ [an amount that is ten percent (i10%) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS the Purchase Price] (the "Initial Deposit"“First Installment”), due upon Purchaser’s signing and submitting this Agreement, by check (subject to collection), receipt of which is hereby acknowledged; (b) simultaneously $ [an amount that with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND First Installment equals at least fifteen percent ($150,000.0015%) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") “Second Installment”; the term “Down Payment”, as used herein, refers to both the First Installment and, if the same has been paid at the time provided for in Paragraph 3. The Third Depositquestion, if and when madethe Second Installment”)], shall be included within due on the definition earlier of six (6) months after the "Deposit". The Third Deposit shall be deposited with execution of this Agreement or thirty (30) days after the Escrow AgentPlan is declared effective, as hereinafter defined, to be held by check (subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.collection); and (bc) At $ , constituting the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account balance of the Purchase Price, by federal good certified check of Purchaser or official bank check or, at Sponsor’s option, wire transfer, payable on the delivery of the deed as hereinafter provided. 4.2 All checks shall represent United States currency and shall be drawn on or issued by a New York bank or trust company which is a member of The New York Clearing House Association, unless otherwise agreed to by Sponsor. Checks for the First Installment and the Second Installment shall be made payable to “Holland & Knight LLP, Escrow Agent”. Checks for the balance of the Purchase Price shall be made payable to the direct order of “277 West 10 Owner, L.P.” or such other party as Sponsor may designate upon not less than two (2) days prior notice. If any check is returned for insufficient funds wire transfer or any other reason, Sponsor at its option, may declare this Agreement void ab initio and of no further force and effect and may institute an action against Purchaser for the collection of the Down Payment as liquidated damages or may declare a default by Purchaser under this Agreement which shall entitle Sponsor to Seller's account as designated to Buyer exercise any of the remedies set forth in writingArticle 15 hereof.

Purchase Price. 2.2.1 The total purchase price to be paid by Purchaser to Seller for the Shares (the “Purchase Price”) shall consist of 82,473 shares of Avatech Common Stock (the “Stock Consideration”) and seven hundred seventy-one thousand nine hundred forty-eight dollars and 95 cents($771,948.95) in cash (the “Cash Consideration”) which the Buyer agrees to pay Cash Consideration, subject to the Escrow Amount (hereinafter defined), and subject to the adjustment provided for in Section 2.2.2, shall be wired to the account of the Seller upon Seller’s instructions, on the Closing Date, and which Stock Consideration shall be issued to the account of the Seller on the Closing Date. 2.2.2 The Cash Consideration shall be increased or decreased, as the case may be, as follows: Seller and which Company shall prepare the Seller agrees Balance Sheet at Closing. The sum of accounts receivable and inventory of the Company and the limited liability companies that are parties to accept for the Property is LLC Purchase Agreements shall be totaled (such number, the “assets”) and the sum of TEN MILLION FIVE HUNDRED THOUSAND the accounts payable, accrued compensation, and other current liabilities shall be totaled ($10,500,000.00) DOLLARS such number, the “liabilities”). If the difference between the assets and liabilities on the Balance Sheet at Closing (the "Purchase Price"“Closing Number”) exceeds by more than $100,000 the difference between such sums as shown on the Balance Sheet and the LLC Balance Sheets (the “Original Number”), which Purchase Price shall be paid by Buyer to Seller as follows: (a) then (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (if the "Initial Deposit") simultaneously with Closing Number is smaller than the execution and delivery of this Agreement and Original Number, the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Cash Consideration shall be hereinafter referred to as reduced by the "Deposit" difference between the Closing Number and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthOriginal Number, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In if the Closing Number is larger than the Original Number, the Cash Consideration shall be increased by the difference between the Closing Number and the Original Number. The Cash Consideration shall in any event be reduced by $48,000 as a result of a “stocking order” placed by Seller with Autodesk, Inc. prior to the date of the Balance Sheet at Closing. 2.2.3 After the Closing, the Cash Consideration shall be further increased or decreased, as the case may be, as follows: As soon as possible after the Closing, the parties shall complete the Post Closing Price Adjustment Schedule. If, as a result of the formula set forth in the Post Closing Price Adjustment Schedule, Seller is due money, then Purchaser shall immediately pay to Seller the amount that is due to Seller. If, as a result of the formula set forth in the Post Closing Price Adjustment Schedule, Purchaser is extended as hereinafter provideddue money, then the further sum of ONE HUNDRED THOUSAND Escrow Agent ($100,000.00hereinafter defined) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Depositshall immediately disburse to Purchaser, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with from the Escrow Agent, as Account (hereinafter defined, ) the amount that is due to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyPurchaser. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (In consideration for the "Initial Deposit") simultaneously with the execution sale and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration transfer of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" Acquired Assets, and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthof this Agreement, Buyer shall assume the Assumed Liabilities at the Closing, as provided in Section 2.3, and shall be treated pay to Seller Parent the following amounts (collectively, as payment on account adjusted pursuant to Section 3.3, the “Purchase Price”): (i) At the Closing, Buyer shall pay to Seller Parent an amount equal to: (A) One Hundred Sixty Five Million Dollars ($165,000,000), in cash (the “Closing Cash Consideration”); and (B) the number of shares of Buyer Common Stock equal to: (1) Fifty Million Dollars ($50,000,000) divided by (2) ninety percent (90%) of the Purchase Price if Closing is made VWAP for the Propertyten (10) Trading Day period ending three (3) Trading Days prior to Closing (it being understood that each share of Buyer Common Stock issued to Seller Parent hereunder will reflect the restrictive legends set forth in Exhibit F at the Closing) (the “Closing Stock Consideration” and, together with the Closing Cash Consideration, the “Base Consideration”). (The Amounts described in clauses (A) and (B) above (as adjusted pursuant to Section 2.6(a)(ii)), shall constitute the “Closing Payment”). (ii) In Not less than three (3) Business Days nor more than five (5) Business Days prior to the event that Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth, in reasonable detail, Seller Parent’s good faith estimate of the Closing Adjustment Amount (the “Estimated Closing Adjustment Amount”). The Estimated Closing Statement shall be prepared in the format of Exhibit E (the “Form of Closing Statement”) using GAAP applied in a manner consistent with the Accounting Principles. If the Estimated Closing Adjustment Amount is extended as hereinafter providedpositive, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, Closing Payment shall be included within increased by the definition of Estimated Closing Adjustment Amount. If the "Deposit". The Third Deposit Estimated Closing Adjustment Amount is negative, then the Closing Payment shall be deposited with reduced by the Escrow AgentEstimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is zero (0), as hereinafter defined, then the Closing Payment shall not be adjusted pursuant to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertythis Section 2.6(a)(ii). (biii) At On the time first Business Day following the twelve (12) month anniversary of Closingthe Closing Date, as hereinafter providedBuyer shall pay to Seller Parent an amount equal to Twenty Five Million Dollars ($25,000,000) (the “First Deferred Payment”). (iv) On the first Business Day following the eighteen (18) month anniversary of the Closing Date, Buyer shall pay to Seller Parent an amount equal to Twenty Five Million Dollars ($25,000,000) (the “Second Deferred Payment” -33- and, together with the First Deferred Payment, the further sum “Deferred Payments” and, together with the Closing Payment, the “Guaranteed Payments”). (v) For the rights and assets acquired by Buyer hereunder with respect to the Products, in addition to the Guaranteed Payments, Buyer shall (or shall cause one of TEN MILLION THREE HUNDRED THOUSAND its Affiliates to) pay to Seller Parent in accordance with Section 2.8, during the Exclusivity Period in each applicable country on a country-by-country basis ($10,300,000.00any such country during its Exclusivity Period, a “Qualifying Country”) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended (except as provided in Paragraph paragraph (C) below), on an annual calendar year basis, royalty payments, in cash (the “Royalty Payments”) equal to: (A) For any Vabomere sold in the U.S.: (1) on the amount of Net Sales of Vabomere in the U.S. (for so long as it is a Qualifying Country) that is less than or equal to fifty million dollars ($50,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-A, plus (2) on the amount of Net Sales of Vabomere in the U.S. (for so long as it is a Qualifying Country) that is greater than fifty million dollars ($50,000,000) and less than or equal to one hundred million dollars ($100,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-A, plus (3) on the amount of Net Sales of Vabomere in the U.S. (for so long as it is a Qualifying Country) that is greater than one hundred million dollars ($100,000,000) and less than or equal to two hundred million dollars ($200,000,000) during such calendar year, at the time percentage of such Net Sales during such calendar year set forth in Annex I-A, plus (4) on the amount of Net Sales of Vabomere in the U.S. (for so long as it is a Qualifying Country) that is greater than two hundred million dollars ($200,000,000) and less than or equal to five hundred million dollars ($500,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-A, plus (5) on the amount of Net Sales of Vabomere in the U.S. (for so long as it is a Qualifying Country) that is greater than five hundred million dollars ($500,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-A. (B) For any Orbactiv and Minocin IV sold in the U.S.: (1) on the amount of Net Sales of such Products in the U.S. (for so long as it is a Qualifying Country) that is less than or equal to one hundred million dollars ($100,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-B, plus (2) on the amount of Net Sales of such Products in the U.S. (for so long as it is a Qualifying Country) that is greater than one hundred million dollars ($100,000,000) during such calendar year, the percentage of such Net Sales during such calendar year set forth in Annex I-B. (C) for any Product in any Qualifying Country sold outside of the Extended Closing DateU.S., as provided on the amount of Net Sales of the Products in Paragraph 3such Qualifying Countries, the further sum percentage of TEN MILLION TWO HUNDRED THOUSAND such Net Sales during such calendar year set forth in Annex I-C, it being understood and agreed that Royalty Payments on Net Sales described in paragraph ($10,200,000.00c) DOLLARS on account of the Purchase Pricedefinition thereof shall be calculated and payable irrespective of whether any country to which Net Sales relate is a Qualifying Country. (vi) an illustrative example of the Royalty Payments described in Section 2.6(a)(v) is set forth in Exhibit H. (vii) Notwithstanding the foregoing, with respect to any Product in any given country, if: (A) the Regulatory Exclusivity Period with respect to such Product in such country shall have expired, (B) fewer than ten (10) years shall have elapsed since the date of First Commercial Sale of such Product in such country, and (C) a Generic Product with respect to such Product shall have been approved for sale in such country by federal funds wire transfer a Governmental Authority having the authority to Seller's account approve sales of such Generic Product in such country, the royalty rates applicable to such Product in such country (1) shall, commencing with the calendar quarter immediately following the satisfaction of the conditions set forth in clauses (A)-(C) of this Section 2.6(a)(vii), be reduced by fifty percent (50%), (2) shall thereafter be reduced to an amount equal to twenty five percent (25%) of their original amounts as designated of the first day of the calendar quarter following a calendar quarter for which the Net Sales of such Product during such calendar quarter in such country, together with the Net Sales of such Product in such country during the immediately preceding three calendar quarters, total less than fifty percent (50%) of the Net Sales of such Product in such country for the twelve calendar month period ending as of the first day of the calendar month during which the condition described in clause (C) above shall first be satisfied in such country, and (3) shall thereafter be reduced to zero percent (0%) as of the first day of the calendar quarter following a calendar quarter for which the Net Sales of such Product in such country during such calendar quarter, together with the Net Sales of such Product in such country during the immediately preceding three calendar quarters, total less than twenty five percent (25%) of the Net Sales of such Product in such country for the twelve calendar month period ending as of the first day of the calendar month during which the condition described in clause (C) above shall first be satisfied in such country; provided, however, that if Buyer or the applicable Selling Entity receives any damages, amounts paid in writingsettlement or other consideration (excluding amounts paid in reimbursement of out-of-pocket legal costs and expenses) in connection with an actual or threatened Proceeding challenging the legality or validity of the existence of the matter underlying the condition described in clause (C) above, then Seller Parent shall be entitled to receive a percentage of such damages, amounts paid in settlement or other consideration (after applying any such amounts to reimburse out-of-pocket legal costs and expenses incurred by Buyer or the applicable Selling Entity in connection therewith, to the extent not reimbursed as part of such award or settlement) equal to the effective royalty percentage on aggregate Net Sales which was payable in the calendar quarter immediately preceding the calendar quarter in which the condition described in clause (C) above first was satisfied; provided, further, that, if the condition described in clause (C) above shall cease to be satisfied at any time, the reductions in royalty rates payable with respect to such Product in such country described in clauses (1)-(3) of this Section 2.6(a)(vii) shall no longer apply with respect to subsequent calendar quarters, to the extent applicable (and, for the avoidance of doubt, the increase in royalty rates shall not affect the amounts paid or payable during any such reduction in royalty rates); provided, further, that this Section 2.6(a)(vii) shall not apply to any Royalty Payments based on Net Sales described in paragraph (c) of the definition thereof.

Purchase Price. 4.1 The total purchase price of the Unit inclusive of VAT is the sum referred to in paragraph J of the Schedule, which sum shall be payable in cash on the Buyer agrees Date of Transfer and which sum shall be secured pending the Date of Transfer in the following manner: 4.1.1 the cash deposit referred to pay in paragraph K(a) of the Schedule shall be payable to the Seller’s Conveyancers Trust Account within a period of 5 (FIVE) business days of the Date of Signature to be held in trust by the Seller’s Conveyancers who are authorised to invest the deposit in a Savings Account, the interest to accrue to the Purchaser, less the nominal fee charged by the Seller’s Conveyancers; 4.1.2 the further deposit referred to in paragraph K(b) of the Schedule shall be payable to the Seller’s Conveyancers Trust Account within a period of 10 (TEN) business days of the Date of Signature, to be held in trust in the same manner as provided for in sub-clause 4.1.1 above. 4.1.3 a Bank guarantee for the sum referred to in paragraph K(c) of the Schedule, drawn in a manner acceptable to the Seller and the Seller’s Conveyancers and expressed to be payable on the Date of Transfer, which guarantee shall be delivered to the Seller’s Conveyancers within 14 (FOURTEEN) days of request being made therefor provided that in the event that the Purchaser requires a loan in respect of the aforementioned amount then no such request shall be made by the Seller’s Conveyancers until the Loan has been approved; 4.2 All payments are to be made in South African currency and free of bank charges and other expenses. The Purchaser acknowledges that the Seller’s Conveyancers will not be entitled to invest the deposit until the Purchaser has provided the Seller’s Conveyancers with all documents required by the Seller’s Conveyancers in terms of FICA, details of which will be set out in the FICA Documents Schedule annexed hereto. 4.3 It is recorded that in as much as the purchase price is the Value Added Tax (“VAT”) inclusive price determined at the current rate of 15 (FIFTEEN) percent, in the event of the rate at which VAT is chargeable being amended after the date of the signature hereof by the Purchaser, but in circumstances in which the amended rate will apply to this transaction, then the purchase price shall be adjusted accordingly, the intention being that the Seller agrees to accept shall receive and retain the same amount after payment of VAT regardless of the rate at which VAT is payable. 4.4 All and any bank charges incurred by the Seller’s Conveyancers and the Seller in connection with this transaction shall be for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyPurchaser. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND One Hundred Fifty Four Million Dollars ($10,500,000.00154,000,000) DOLLARS (the "Purchase Price"), which . (b) The Purchase Price shall be paid by Buyer to Seller as follows: (a1) Upon the execution of this Agreement Buyer shall deposit with the Title Company (as defined below), cash or other immediately available funds in the amount of Five Hundred Thousand Dollars ($500,000) (i) The sum $450,000 of FIFTY THOUSAND ($50,000.00) DOLLARS (which amount shall constitute the "Initial Deposit" and $50,000 of which amount shall constitute the "Nonrefundable Payment"). The Nonrefundable Payment shall be fully and completely earned by Seller as consideration for entering into this Agreement with Buyer and for not marketing the Property further prior to entering into an agreement with a potential purchaser of the Property, and the Nonrefundable Payment shall only be refundable as specifically provided in Section 1.2(b)(3) simultaneously below and shall otherwise not be refundable under any circumstances. If the Closing occurs, then the Nonrefundable Payment shall be credited against the Purchase Price. (2) If at the end of the Contingency Period Buyer elects to proceed with the execution and delivery purchase of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS Property Buyer shall deposit in escrow with Chicago Title Insurance Company (the "Second DepositTitle Company") on or before an all-cash payment in the expiration amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the Feasibility Period or "Additional Deposit," and the Extended Feasibility Period same, together with the Initial Deposit of $450,000, and the "Supplemental Deposit" (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Section 8.2 (b)), if made by Buyer, shall be hereinafter collectively referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property). (ii3) In the event that Closing is extended as hereinafter providedTHE DEPOSIT AND THE NONREFUNDABLE PAYMENT SHALL BE HELD IN AN INTEREST BEARING ACCOUNT AND ALL INTEREST THEREON SHALL BE DEEMED A PART OF THE DEPOSIT AND THE NONREFUNDABLE PAYMENT. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS CONSUMMATED, then the further sum of ONE HUNDRED THOUSAND THEN THE DEPOSIT AND THE NONREFUNDABLE PAYMENT SHALL BE PAID TO SELLER AT THE CLOSING AND CREDITED AGAINST THE PURCHASE PRICE. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ($100,000.00A) DOLLARS SELLER'S DEFAULT HEREUNDER OR (the "Third Deposit"B) at the time provided for in Paragraph THE FAILURE OF THE CONDITIONS FOR THE BENEFIT OF BUYER SET FORTH IN SECTIONS 2.1(G), OR 2.1(H), OR (C) THE TERMINATION OF THIS AGREEMENT BY BUYER UNDER SECTION 5.2, THEN, AS BUYER'S SOLE REMEDY, BUYER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO SELLER AND RECEIVE A REFUND OF THE DEPOSIT AND THE NONREFUNDABLE PAYMENT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3 AND 9.9 BELOW, PROVIDED, HOWEVER, THAT IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED AS RESULT OF THE WILLFUL DEFAULT OF SELLER, BUYER SHALL BE ENTITLED TO BRING AN ACTION AGAINST SELLER FOR ACTUAL DAMAGES INCURRED BY BUYER UP TO AN AMOUNT NOT TO EXCEED THREE PERCENT (3. The Third Deposit%) OF THE PURCHASE PRICE, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. PROVIDED (bA) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION ANY CLAIM THAT BUYER MAKES AGAINST SELLER MUST BE FILED IN THE APPROPRIATE COURT OF COMPETENT JURISDICTION WITHIN NINETY (90) DAYS AFTER SUCH TERMINATION NOTICE TO SELLER BY BUYER AND (B) SUCH THREE HUNDRED THOUSAND PERCENT ($10,300,000.003%) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND CAP SHALL NOT APPLY IN THE EVENT THAT SELLER WILLFULLY DEFAULTS UNDER THIS AGREEMENT BY SELLING THE PROPERTY TO ANY THIRD PARTY ($10,200,000.00OR ENTERS INTO AN AGREEMENT TO DO SO) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.IN BREACH OF THE TERMS HEREOF WITHIN NINETY (90) DAYS OF THE CLOSING DATE SUBJECT TO THE LIMITATIONS SET FORTH IN THE SECOND SENTENCE OF SECTION 9.18

Purchase Price. The total purchase price which (the Buyer agrees to pay to the Seller and which the Seller agrees to accept “Purchase Price”) for the Property is the sum of TEN shall be FORTY SIX MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,500,000.00) DOLLARS (46,000,000.00). A portion of the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller the assumption (herein, the “Loan Assumption”) by Purchaser of the Loan (as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS hereinafter defined), with the final principal balance (the "Initial Deposit"“Loan Balance”) simultaneously with to be determined by the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND Federal Home Loan Mortgage Corporation ($150,000.00) DOLLARS (the "Second Deposit"“Lender”) on or before the expiration Closing Date. Any and all costs associated with the Loan Assumption shall be paid by Purchaser. Purchaser shall make application to Lender for the Loan Assumption not later than three (3) days after the Effective Date of this Agreement and shall diligently proceed to provide Lender with all necessary documentation as requested or reasonably required by Lender in the application process. In the event Purchaser makes application to Lender for the Loan Assumption and provides Lender with all necessary documentation as reasonably required by Lender in the application process, and Lender thereafter does not consent to the assumption of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to Loan by Purchaser under the terms and conditions hereinafter set forth, expressed in the documents evidencing and shall be treated securing the Loan as payment on account of the Purchase Price if Closing is made for Effective Date, which terms must be satisfactory to Purchaser in all respects (the Property. “Loan Documents”; the consent of Lender being referred to herein as the “Loan Assumption Approval”), on or before March 24, 2014 (the “Finance Period”), Purchaser shall have the option, in its sole discretion, to either (i) extend the Finance Period to April 7, 2014 (the “F.P. Extension”), or (ii) In terminate this Agreement on or before the Closing Date, in which event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND E▇▇▇▇▇▇ Money ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined) shall be returned by Escrow Agent to Purchaser, except for One Hundred Dollars ($100.00) of the E▇▇▇▇▇▇ Money, which shall be paid to Seller in consideration of entering into this Agreement, and each of the parties hereto shall be held subject relieved of all further obligations hereunder, except for the Surviving Obligations (as hereinafter defined). To exercise the F.P. Extension, Purchaser shall provide written notice to Seller of Purchaser’s election prior to the terms and conditions hereinafter set forth, and shall be treated as payment on account expiration of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.Finance Period. If Loan

Purchase Price. The total In addition to assuming the Assumed Liabilities, Purchaser will pay for the Purchased Assets and the covenants of the Shareholders and Seller included herein, an aggregate purchase price consisting of (i) $4,366,933.09 in cash (the "Cash Consideration"), (x) $3,800,000 of which shall be paid on the Buyer agrees Closing Date by wire transfer of immediately available funds to pay such account as shall have been designated by Seller to Purchaser prior to the Closing; (y) $200,000 (the "Cash Deposit") of which shall be paid on the Closing Date to JPMorgan Chase Bank, as escrow agent (the "Escrow Agent"), to be held and distributed pursuant to the terms of the Escrow Agreement to be executed by and among Seller, Purchaser, and the Escrow Agent in the form of Exhibit A attached hereto (the "Escrow Agreement"); and (z) $366,933.09 of which shall be paid on the Closing Date by wire transfer of immediately available funds to the appropriate taxing authority in the State of California with respect to Seller's accrued and unpaid California sales tax obligations and (ii) 500,000 shares of the Purchaser's common stock, $.001 par value ("Purchaser Common Stock") to be issued to Seller (the "Stock Consideration" and which together with the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (Cash Consideration and any amounts paid under Section 3.2, the "Purchase Price"), a certificate representing 400,000 shares of which Purchase Price shall be paid by Buyer issued and delivered to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS and a certificate representing 100,000 shares (the "Initial Stock Deposit" and together with the Cash Deposit, the "Escrow Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit which shall be hereinafter referred registered in the name of Seller and delivered to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, Agent to be held subject and distributed pursuant to the terms of the Escrow Agreement. The Stock Consideration shall be issued and conditions hereinafter set forth, delivered to Seller and the Escrow Agent as soon as practicable after the Closing. All shares of Purchaser Common Stock delivered under this Agreement shall be unregistered shares pursuant to a private placement of Purchaser Common Stock and shall be treated as payment on account of contain the Purchase Price if Closing is made for the Propertyfollowing legend: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. THE ISSUER IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS AND TO ISSUE SHARES IN MORE THAN ONE SERIES OF AT LEAST ONE CLASS. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which Purchase Price, consisting of the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Fixed Purchase Price ($10,500,000.001,760,000), the IP Purchase Price ($240,000) DOLLARS (and the "Variable Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) The Fixed Purchase Price (iless the Deposit) The sum shall be paid in cash or equivalent at Closing to Seller or for the benefit of FIFTY THOUSAND ($50,000.00) DOLLARS (Seller to an account or accounts at Seller's direction upon the "Initial Deposit") simultaneously with fulfillment of all conditions precedent set forth in this Agreement and the execution and delivery of all documents required by this Agreement and Agreement. (b) The IP Purchase Price shall be paid without interest by Purchaser to Seller or for the further sum benefit of ONE HUNDRED FIFTY THOUSAND Seller to an account or accounts at Seller's direction in immediately available funds as follows: (i) $150,000.00) DOLLARS (the "Second Deposit") on or before the expiration 100,000.00 of the Feasibility Period or IP Purchase Price will be paid at Closing, and (ii) over a four month period, and commencing with the Extended Feasibility Period date which is 60 days after the Closing, the remainder of the IP Purchase Price will be paid in four equal installments of $35,000.00 per month, each such installment payment to be made on the business day which is 30 days after the due date of the prior payment. (as defined in Paragraph 7c) unless this Agreement has been terminated prior to such date. The Initial Deposit Variable Purchase Price shall be hereinafter referred paid to Seller or for the benefit of Seller to an account or accounts at Seller's direction, without interest, as the "Deposit" and the Second Deposit, if and when made, follows: (i) The Accounts Receivable Payment shall be included within the definition paid in immediately available funds as follows: (i) 50% of the "Deposit". The Deposit shall payment will be deposited with paid on the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account business day which is 30 days after Closing; (ii) 30% of the Purchase Price if payment will be paid on the business day which is 60 days after Closing and (iii) 20% of the payment will be paid on the business day which is made for the Property90 days after Closing. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, Inventory Payment shall be included within the definition paid in immediately available funds as follows: (i) 20% of the "Deposit". The Third Deposit shall Inventory Payment will be deposited paid on the business day which is 30 days after Closing, and (ii) over a four month period, and commencing with the Escrow Agentdate which is 60 days after the Closing, as hereinafter definedthe remainder of the Inventory Payment will be paid in four equal installments of 20% of the Inventory Payment, each such installment payment to be held subject to made on the terms and conditions hereinafter set forth, and shall be treated as payment on account business day which is 30 days after the due date of the Purchase Price if Closing is made for the Propertyprior payment. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which to be paid by Melody shall be based upon the Buyer agrees to pay to the Seller number of Lots that are finally platted, engineered and which the Seller agrees to accept approved for the Property is Land, or proposed for the sum Land as shown on the Current Plan (defined below), at the time of TEN MILLION FIVE HUNDRED THOUSAND exercise of the Option, at the price of Nineteen Thousand Five Hundred Dollars ($10,500,000.0019,500) DOLLARS per Lot (the "Total Purchase Price"), which subject to adjustment as provided in this Agreement and subject to the Purchase Price Escalator, as defined below. Since Melody will be closing on the purchase of the First Closing Lots directly with B.I., a portion of said Total Purchase Price will be paid by Melody directly to B.I. at the First Closing as a portion of the purchase price under the B.I. Option Agreement ("Melody's Portion of B.I. Price"). The remainder of the Total Purchase Price, as reduced by the Melody's Portion of B.I. Price, shall be paid by Melody to Buffalo Highlands ("Purchase Price") at the First, Second and Final Closings as defined herein below, subject to closing adjustments and prorations as provided herein below. The Purchase Price shall be paid by Buyer at each of the First, Second and Final Closings, based on an amount equal to Seller as follows: (a) (i) The sum of FIFTY THOUSAND Nineteen Thousand Five Hundred Dollars ($50,000.0019,500) DOLLARS (multiplied by the "Initial Deposit") simultaneously with the execution number of Lots to be purchased at each Closing, subject to adjustment and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (proration as defined in Paragraph 7) unless this Agreement has been terminated prior to such dateprovided herein. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account portions of the Purchase Price if to be paid at the Second and Final Closings shall increase at a rate of 7% per annum, compounded annually, from the date of the First Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third DepositPurchase Price Escalator") ). Melody's Portion of the B.I. Price shall be equal to the total number of acres to be purchased by Melody at the time provided for in Paragraph 3First Closing, multiplied by Fifteen Thousand Six Hundred Twenty-Five Dollars ($15,625). The Third DepositParties acknowledge that Buffalo Highlands has made and Melody and Buffalo Highlands may have made (as of the date of the First Closing) certain option payments, if earnest money payments and when madeo▇▇▇▇ ▇▇yments to B.I. or other parties under or contemplated by the B.I. Option Agreement, and that Buffalo Highlands, and not Melody, shall be included within entitled to all credits under the definition of the "Deposit". The Third Deposit B.I. Option Agreement for all such payments by Buffalo Highlands, and that Melody, and not Buffalo Highlands, shall be deposited with entitled to all credits under the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made B.I. Option Agreement for the Propertyall such payments by Melody. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which 3.1 Subject to the terms and conditions of this Agreement the Buyer agrees to shall pay to the Seller an initial purchase price in an amount not to exceed USD 3,500,000 (the "Initial Purchase Price") at Closing. Such amount shall be subject to adjustment in accordance with Clauses 3.2-3.6. 3.2 No later than 90 Business Days after Closing, the Buyer shall present to the Seller draft Closing Statements, which shall be prepared in accordance with the Accounting Principles by the Buyer (the "Closing Statements"). The draft Closing Statements shall include a draft calculation of the Net Debt as of the Closing Date (the "Final Net Debt") and which a draft calculation of the Working Capital as of the Closing Date (the "Final Working Capital"). 3.3 As long as the Closing Statements, the calculation of the Final Net Debt and/or the Final Working Capital have not been finally settled between the Parties, the Buyer shall have a right to make corrections thereto. For purposes of the calculation of the Final Net Debt and the Final Working Capital, any currency amounts of the Company will be converted into USD at the exchange rate published by the Danish Central Bank (Danmarks Nationalbank) on the Closing Date. 3.4 The calculation of the Net Debt shall be made in accordance with the principles set out in Schedule 3.4.a and the calculation of the Working Capital shall be made in accordance with Schedule 3.4.b. 3.5 If the Seller agrees to accept for the Property is Buyer’s calculation of the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (Final Net Debt and the "Purchase Price")Final Working Capital, which the Initial Purchase Price shall be adjusted on the basis thereof as provided for in Clause 3.6.5. 3.6 If the Seller disagrees with respect to the Buyer’s calculation of the Final Net Debt and the Final Working Capital set forth in the Closing Statements, the Seller shall notify the Buyer in writing within 15 Business Days after the Seller has received the Closing Statements from the Buyer. Such notice shall specify in detail the nature of the objections and include specific proposals for adjustment of each disputed item in the draft calculations of the Final Net Debt and the Final Working Capital. Failure by the Seller to notify the Buyer within the time limit set out above shall be deemed to constitute acceptance by the Seller to the draft calculations of the Final Net Debt and the Final Working Capital. GORRISSEN F▇▇▇▇▇▇▇▇▇ KIERKEGAARD 3.6.1 If the Seller notifies the Buyer of objections to the draft calculations of the Final Net Debt and the Final Working Capital, the Seller and the Buyer shall attempt to resolve their differences and reach an agreement within 20 Business Days. If they fail to do so either of them may request the President of the Danish Association of State Authorized Accountants ("Formanden for Foreningen af Statsautoriserede Revisorer") to appoint an independent accountant (the "Independent Accountant"), who shall be a partner of an accounting firm with an international reputation having an office in Copenhagen and which has not provided services to a member of the Seller’s Group, the Buyer’s Group or the Company during the past 3 years prior to appointment. 3.6.2 The Independent Accountant shall act as an expert and not as an arbitrator and shall not decide on legal issues. The Independent Accountant shall have access to the Company’s books and records and shall have access to interview relevant managers and employees of the Seller and of the Company during Working Hours. 3.6.3 The Independent Accountant shall apply the Accounting Principles (i.e. the Independent Accountant shall not have any discretion to deviate from the Accounting Principles) and based on the Accounting Principles the Independent Accountant shall review the objections made by the Buyer and proposed amendments, if any, by the Seller and shall decide on the disputed items and determine the Final Net Debt and the Final Working Capital. The Final Net Debt and the Final Working Capital determined by the Independent Accountant shall be final and binding upon the Parties, except in case of manifest error or if the dispute concerns a legal issue. The Independent Accountant shall deliver the decision to the Parties no later than 30 Business Days after having been appointed. 3.6.4 Costs and expenses related to the determination of the Final Net Debt and the Final Working Capital and any dispute in respect thereof shall be paid as set out in Clause 17. GORRISSEN F▇▇▇▇▇▇▇▇▇ KIERKEGAARD 3.6.5 As soon as the Final Net Debt and the Final Working Capital have been determined as provided for in Clauses 3.2 – 3.6 (or by Buyer arbitration in accordance with Clause 21 if the dispute concerns a legal issue) the Initial Purchase Price shall be adjusted on a USD 1 for USD 1 basis (subject to Seller any further adjustment according to Clause 12) as follows: (a) if and to the extent the Final Net Debt is lower than USD 1,446,000, the Initial Purchase Price shall be increased by the amount of such excess (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement “Excess Shareholders’ Equity”), and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit Excess Shareholders’ Equity amount shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject paid to the terms and conditions hereinafter set forth, and shall be treated as payment on account of Seller together with Interest from the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.Date until payment; (b) if and to the extent the Final Net Debt exceeds USD 1,446,000, the Initial Purchase Price shall be reduced by the amount of such shortfall (“Net Debt Deficit”) and the Net Debt Deficit amount shall be paid to the Buyer together with Interest from the Closing Date until payment; (c) if the Final Net Debt is equal to USD 1,446,000, no adjustment shall be made to the Initial Purchase Price in respect thereof; (d) if and to the extent the Final Working Capital exceeds USD 1,791,000, the Initial Purchase Price shall be increased by the amount of such excess (“Excess Working Capital”) and such Excess Working Capital amount shall be paid to the Seller together with Interest from the Closing Date until payment; (e) if and to the extent the Final Working Capital is lower than USD 1,791,000, the Initial Purchase Price shall be reduced by the amount of such shortfall (“Working Capital Deficit”) and such Working Capital Deficit amount shall be paid to the Buyer together with Interest from the Closing Date until payment; and (f) if the Final Working Capital is equal to USD 1,791,000 no adjustment shall be made to the Initial Purchase Price in respect thereof. GORRISSEN F▇▇▇▇▇▇▇▇▇ KIERKEGAARD 3.7 Payment of any amounts payable either to the Seller or to the Buyer pursuant to Clause 3.6.5 plus Interest from the Closing Date until payment is made shall be due within 5 Business Days after the Final Net Debt and the Final Working Capital have been agreed or finally determined. The amounts referred to in this Clause 3 shall be paid in full and shall not be subject to any of the limitations stipulated in Clause 10. 3.8 At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of Buyer will pay to the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at Seller the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Initial Purchase Price, by federal funds wire transfer less the Escrow Amount to be placed in escrow to secure the Seller's account as designated ’s indemnification obligations and obligation to pay to the Buyer in writingany amounts pursuant to clause 3.6.5 until the later of (i) 155 Business Days and (ii) 5 Business Days following the delivery of the decision of the Independent Accountant pursuant to Section 3.6.

Purchase Price. The total aggregate purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND (Purchased Assets shall be $10,500,000.00) DOLLARS 42,880,439 USD (the "“Purchase Price"”), which includes $200,000 in consideration of the Real Property Option (the “Option Price”), plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The $38,580,439USD, less an amount equal to the sum of FIFTY THOUSAND ($50,000.00) DOLLARS (necessary to pay off and release the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when madeClosing Indebtedness, shall be included within paid to Seller by wire transfer of immediately available funds to an account designated in writing on the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.date hereof; (b) At The Closing Indebtedness shall be paid by wire transfer of immediately available funds pursuant to the payoff letters provided by Seller no later than three (3) Business Days prior to the Closing Date, in form and substance reasonably acceptable to the Buyer, addressed to the Buyer (or on which the Buyer is otherwise expressly granted the right to rely), signed by the Person to which such Closing Indebtedness is payable, setting forth, among other things, (i) the amount required to pay off in full at the Closing Date all amounts owing in connection with such Closing Indebtedness (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties), (ii) wire transfer instructions for the payment of such amount, and (iii) the commitment to release all Encumbrances, if any, which such Person may hold on any of the Purchased Assets within a designated time period after the Closing Date subject to receipt of Closing, as hereinafter providedthe amount set forth therein (such payoff letter(s), the further sum of TEN MILLION THREE HUNDRED THOUSAND “Payoff Letters”). (c) $10,300,000.004,300,000USD (the “Escrow Fund”) DOLLARS on account shall be delivered to ▇▇▇▇▇ Fargo, N.A. (the “Escrow Agent”) to hold in accordance with the terms of the Purchase Price escrow agreement executed on the date hereof by federal funds wire transfer to Seller's account Buyer, Seller and the Escrow Agent in the form attached hereto as designated Exhibit E (the “Escrow Agreement”), for the purpose of paying (i) indemnification claims in accordance with Article X and (ii) any Closing Net Working Capital Amount owed to Buyer in writing; accordance with Section 2.6(d)(i). The Escrow Agreement shall provide that any funds not subject to a pending Direct Claim or if Closing is extended as provided Third Party Claim remaining in Paragraph 3, at the time Escrow Fund after 12 months from the date of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer Date shall be released to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) for the Designation Rights shall be paid by Buyer to Seller Purchaser in cash as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously Simultaneous with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND Agreement, Purchaser has remitted to Seller ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (such party as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of designated by Seller) a $10 million good faith deposit (the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, ) to be held subject in escrow by Seller's designee pending entry of the Designation Order and to be applied against the amounts set forth herein if the Designation Order is entered declaring Purchaser as the successful bidder. If Purchaser is not declared the successful bidder and provided that Purchaser is not in default under any of its obligations under this Agreement or the bidding procedures, Seller shall return the Deposit to Purchaser (along with accrued interest) in accordance with the terms and conditions hereinafter set forthof the bidding procedures. Upon entry of the Designation Order approving this Agreement, and Seller shall have the right to either (a) return the Deposit, with all interest earned thereon, to Purchaser or (b) retain such Deposit, provided that such Deposit, with all interest earned thereon, shall then be treated as payment on account applied in reduction of the Purchase Price if Closing is made for and shall thereafter bear a rate of return equal to the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if Dividend Rate and when made, shall be included within the definition deemed to be a part of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyFirst Payment" described below. (b) At During the time period commencing on the first day after the Designation Order becomes a Final Order and ending on the effective date of Closingthe Plan (the "Payment Period"), Purchaser shall pay to Seller all Net Proceeds received from designees up to a maximum of $116,400,000 (the "First Payment" or "Payments"). To the extent that the Net Proceeds (or other payments made by Purchaser to Seller including, but not limited to, the Deposit if retained by Seller) aggregate less than $116,400,000 on the last day of the Payment Period, Purchaser shall pay Seller on such date the difference up to a total of $116,400,000. If Net Proceeds and Payments received by Seller (including the Deposit, with all interest earned thereon, if retained by Seller), as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer last day of the Payment Period exceed $116,400,000 plus the Guaranteed Payment, then the amount in excess of $116,400,000 plus the Guaranteed Payment shall be transferred to Newco. Notwithstanding the foregoing, during the Payment Period, Purchaser shall, at Seller's account request, pay, without setoff or deduction of any kind any portion (up to the entire $116,400,000 less the Deposit, with all interest earned thereon, if Seller elects to accept and retain the Deposit) of the First Payment at any time (or from time to time in such amounts and installments as designated to Buyer Seller determines in writing; its sole discretion), payable first out of Net Proceeds and the balance from Purchaser. The Designation Order shall provide that if a Plan incorporating this transaction is not confirmed, or if Closing the case converts to Chapter 7 or if a Chapter 11 Trustee is extended appointed (and such Trustee does not adopt and assume this Agreement), Purchaser shall have an allowed superpriority claim and lien to the extent of any First Payment made to Seller from Purchaser's own funds rather than from Net Proceeds which has not been repaid to Purchaser, together with interest thereon at 12% (junior only to any existing super-priority claims and liens, carve-outs and professional fees for the Seller and the Committee as provided approved by the Court, but in Paragraph 3, at no event shall such carve-out exceed the time of cap imposed on such fees consistent with the Extended Closing Date, as provided current wind-down budget contained in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingDIP facility).

Purchase Price. (a) The total purchase price which to be paid by City for the Buyer agrees to pay to Unit is FIVE MILLION NINE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($5,950,000.00) (the “Purchase Price”). Seller shall be responsible for all closing prorations payable by the Seller hereunder, or otherwise customarily payable by a seller in the City and which the Seller agrees to accept for the Property is County of Denver, Colorado. (b) City shall deposit the sum of TEN MILLION FIVE HUNDRED THOUSAND Five Hundred Thousand Dollars ($10,500,000.00500,000) DOLLARS (the "Purchase Price")“Deposit”) in immediately available funds into Escrow with Escrow Agent within ten (10) business days after the Effective Date. Escrow Agent shall hold the Deposit in one or more FDTC insured accounts in institutions as directed by City and reasonably acceptable to Seller. If City does not timely make the Deposit, which Purchase Price then at any time thereafter Seller may terminate this Agreement at any time prior to City actually making the Deposit by giving written notice of termination to City and Escrow Agent. If the transaction contemplated by this Agreement is consummated as contemplated hereunder, the Deposit, together with all interest earned thereon, shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, at Closing and shall be treated as payment on account credited against the Purchase Price. City shall pay the remainder of the Purchase Price if Closing is made for in immediately available federal funds at the PropertyClosing. (iic) Seller and City agree that the duties of Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement, and in performing its duties, Escrow Agent shall not be liable for (a) any loss, costs or damage which it may incur as a result of serving as escrow agent hereunder, except for any loss, costs, or damage arising out of its willful misconduct or gross negligence, (b) any action taken or omitted to be taken in reliance upon any document, including any written instructions provided for in this Agreement, which the Escrow Agent shall in good faith believe to be genuine (c) the form, execution, validity, value, or genuineness of any document deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document and (d) any loss or impairment of the Deposit deposited with a federally insured financial institution, resulting from the failure, insolvency, or suspension of the depositary. (d) In the event that Closing is extended Escrow Agent shall be in doubt as hereinafter provided, then to its duties or obligations with regard to the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if or in the event that Escrow Agent receives conflicting instructions from City and when madeSeller with respect to the Deposit, Escrow Agent shall not be included within required to disburse the definition Deposit and may, at its option, continue to hold the Deposit until both City and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or Escrow Agent may interplead the Deposit in accordance with the laws of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account State of the Purchase Price if Closing is made for the PropertyColorado. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total In consideration of the sale and transfer by Seller to Buyer of the Purchased Assets, Buyer shall assume the Assumed Obligations pursuant to Section 3.1 and pay and deliver to Seller the purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Purchased Assets (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller ) as follows: (a) At Closing, Buyer shall pay and deliver to Seller a cash payment by wire transfer of same day funds to such account as Seller shall designate by written notice to the Buyer in the aggregate amount of $20,068,055 less the amounts paid, escrowed or retained as provided in Subsections (ib), (c) The sum and (d) below, less the Down Payment and any amounts paid by Seller from September 30, 2002 through Closing as severance to John Lanigan or for legal fees or other expenses related to the ne▇▇▇▇▇▇▇▇▇, ▇ocumentation and Closing of FIFTY THOUSAND ($50,000.00) DOLLARS the transaction contemplated by this Agreement (the "Initial DepositClosing Payment") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property). (b) At the time of Closing, Buyer shall cause to be paid to Sabre Inc. ("Sabre") the remaining $5,500,000 principal amount of the promissory note (the "Sabre Note") issued by Seller to Sabre, a copy of which is attached hereto as hereinafter providedExhibit 2.2(b), plus, if the Closing shall have occurred after December 31, 2002 because Seller shall have intentionally caused the Closing hereunder not to have occurred by December 31, 2002, all interest accruing on the Sabre Note from January 1, 2003 through the Closing. (c) At Closing, Buyer shall deposit $1,500,000 with J.P. Morgan Trust Company, N.A., or another escrow agent reasonabl▇ ▇▇▇▇▇▇▇▇▇e to Seller and Buyer (the "Escrow Agent") pursuant to the Escrow Agreement, the further sum form of TEN MILLION THREE HUNDRED THOUSAND which is attached hereto as Exhibit 2.2(c) (the "Escrow Agreement"). (d) At Closing, if the Sysco License Condition (as defined in Section 2.5) has not been satisfied on or prior to the Closing, Buyer shall retain $10,300,000.00500,000 (the "Additional Payment") DOLLARS on account of the Purchase Price by federal funds wire transfer subject to Seller's account as designated future payment to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer Seller pursuant to Seller's account as designated to Buyer in writingSection 2.5 hereof.

Purchase Price. (a) The total purchase price which to be paid by Buyer in consideration of the Buyer agrees sale, conveyance and transfer of the Transferred Equity Interests and the Transferred Assets and the other covenants and agreements of Seller contained herein shall be Three Hundred Million Dollars ($300,000,000) (the “Purchase Price”). The Purchase Price (i) as adjusted pursuant to pay Section 2.04(c) is referred to in this Agreement as the “Closing Date Amount” and (ii) as adjusted pursuant to Section 2.05(d) is referred to in this Agreement as the “Final Purchase Price.” (b) Not later than three business days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth Seller’s good-faith estimate of the Closing Date Cash, Closing Date Net Working Capital and which the Seller agrees Closing Date Indebtedness. Such statement, as delivered to accept for Buyer, is referred to in this Agreement as the Property is “Closing Date Statement.” (c) (i) If the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Closing Date Net Working Capital as shown on the Closing Date Statement (the "Purchase Price"“Estimated Closing Date Net Working Capital”) is greater than $88,100,000 (the “Working Capital Target”), which then the Purchase Price shall be paid increased by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with amount by which the execution and delivery of this Agreement and Estimated Closing Date Net Working Capital exceeds the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (Working Capital Target. If the "Second Deposit") on or before Estimated Closing Date Net Working Capital is less than the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second DepositWorking Capital Target, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of then the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within decreased by the definition of amount by which the "Deposit". The Third Deposit shall be deposited with Estimated Closing Date Net Working Capital is less than the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.Working Capital Target;

Purchase Price. The total purchase price which (the Buyer agrees to pay to the Seller and which the Seller agrees to accept “Purchase Price”) for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Project shall be Twenty-Seven Million Two Hundred Fifty Thousand and no/100 Dollars ($10,500,000.00) DOLLARS (the "Purchase Price"27,250,000.00), which Purchase Price shall to be paid by Buyer to Seller as follows: (a) (i) The sum On or before November 4, 2005, Purchaser shall deliver to the Escrow Agent an initial deposit in the amount of FIFTY THOUSAND Three Hundred Thousand Dollars ($50,000.00300,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of which shall be held by it in an interest bearing account. If Purchaser has not terminated this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") Agreement, then on or before the expiration of the Feasibility Period or the Extended Feasibility Inspection Period (as defined hereinafter defined), Purchaser shall deliver to the Escrow Agent an additional deposit in the amount of Three Hundred Thousand Dollars ($300,000.00) which will be held by it in an interest bearing account. The amounts delivered to the Escrow Agent pursuant to this Paragraph 72(a) unless this and all interest earned thereon are referred to herein collectively as the “Deposit”. The Deposit will be held, disbursed and/or applied to the purchase price at Closing, pursuant to the provisions of the Escrow Agreement has been terminated attached hereto as Exhibit “C”. The Deposit (less $25,000.00) shall be fully refundable to Purchaser during the Inspection Period, such $25,000.00 being non-refundable from the Effective Date except as provided in Paragraphs 8 and 13 hereof. After the expiration of the Inspection Period, but prior to such date. The Initial Closing (as hereinafter defined), the Deposit shall be hereinafter referred non-refundable to Purchaser except as the "Deposit" and the Second Depositprovided in Paragraphs 6, if and when made8, shall be included within the definition of the "Deposit"10 and/or 13 hereof. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing Purchaser’s Federal Tax Identification Number is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property▇▇-▇▇▇▇▇▇▇. (b) At the time of Closing, as hereinafter provided, Purchaser shall acquire the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of Project and shall pay to the Seller an amount equal to the Purchase Price by federal funds wire transfer Price, less the Deposit (which Deposit shall be paid to Seller's account Seller as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account part of the Purchase Price), and plus or minus any other adjustments to the Purchase Price required to be made hereunder (the “Adjusted Purchase Price”). The payment of the Adjusted Purchase Price due the Seller shall be sent by federal funds wire transfer of funds in accordance with the written instructions delivered by Seller to Seller's account as designated Purchaser at least three (3) business days prior to Buyer in writingClosing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price") is Four Million Five Hundred Thousand Dollars ($4,500,000), which . The Purchase Price is subject to credit and adjustment as hereinafter provided. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined at Closing by wire transfer in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertyimmediately available funds. (b) At General real estate taxes and any special assessments on the time Property for all years prior to the year in which the sale and purchase is closed shall be paid by Seller. General real estate taxes on the Property for the year of Closingclosing based on the latest available assessment and the latest available tax rate shall be prorated and adjusted as of the Closing Date on the basis of thirty (30) days to the month, as hereinafter providedSeller to have the last day. (c) Seller shall pay all charges for fuel, electricity, water, sewer, telephone and other utility charges used on or related to the further sum of TEN MILLION THREE HUNDRED THOUSAND Property up to the Closing Date, without adjustment, and Purchaser shall pay all such charges thereafter. (d) Within two (2) business days after the Effective Date, Purchaser shall deposit Five Thousand Dollars ($10,300,000.005,000) DOLLARS on with Hillsboro Title Company, High▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇itle Company"). Said deposit, with accrued interest, is the "Earn▇▇▇ ▇▇▇osit". Title Company shall deposit the Earn▇▇▇ ▇▇▇osit in an interest-bearing account of and apply the Earn▇▇▇ ▇▇▇osit in accordance with this Agreement. The Earn▇▇▇ ▇▇▇osit shall be credited to the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at Closing. If the time sale of the Extended Property is not closed by the date fixed for Closing Date, as provided in Paragraph 3owing to breach of this Agreement by Purchaser, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account Earn▇▇▇ ▇▇▇osit shall be forfeited by Purchaser as liquidated damages, and Seller shall not be entitled to any other remedy at law or in equity. If the sale of the Purchase PriceProperty is not closed by the date fixed for Closing for any other reason, by federal funds wire transfer (including, without limitation, failure to Seller's account as designated meet the requirements of Section 4 or the conditions of Section 5 hereof), the Earn▇▇▇ ▇▇▇osit shall be returned to Buyer in writingPurchaser.

Purchase Price. The total purchase price which the Buyer agrees to pay (a) Subject to the Seller and which the Seller agrees to accept terms set forth herein, in consideration for the Property is sale, assignment, conveyance, transfer and delivery of the sum Shares, Buyer will, within three business days after the execution and delivery hereof, deliver to Seller a stock certificate duly registered in the name of TEN MILLION FIVE HUNDRED THOUSAND Seller representing that number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1 per share, of Buyer ($10,500,000.00"BUYER STOCK"), equal to the quotient, rounded to the nearest whole share, of (x) DOLLARS Twenty Million dollars (U.S.$20,000,000) divided by (y) the Market Price (as defined below) of Buyer Stock (the "Purchase PriceSTOCK CONSIDERATION"). The parties acknowledge that the Stock Consideration will equal 293,794 shares of Buyer Stock. Such stock certificate will bear a legend substantially in the form of the following: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which Purchase Price shall be paid by Buyer to Seller as follows:AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MUST BE REGISTERED UNDER SAID ACT AND LAWS OR DISPOSED OF PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND (B) MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, GIFTED, ENCUMBERED OR OTHERWISE DISPOSED OF PRIOR TO THE FIRST ANNIVERSARY OF JANUARY 19, 2000." (ab) (i) The sum Subject to the terms set forth herein, in consideration for the sale, assignment, conveyance, transfer and delivery of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously Business Intellectual Property, Buyer is, concurrently with the execution and delivery hereof, paying to Seller, by wire transfer of this Agreement and immediately available U.S. Dollars to the further sum of ONE HUNDRED FIFTY THOUSAND bank account heretofore designated by Seller to Buyer, Five Million dollars ($150,000.00U.S.$5,000,000) DOLLARS (the "Second DepositCASH CONSIDERATION") on or before ), less the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.Estimated U.

Purchase Price. The total purchase price which the Buyer (a) Purchaser agrees to pay to Seller, as the Seller and which the Seller agrees to accept purchase price for the Property is Interests, the sum of TEN MILLION FIVE HUNDRED THOUSAND Fifty-Three Million Dollars ($10,500,000.00) DOLLARS (the "Purchase Price"53,000,000.00), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) . The sum of FIFTY THOUSAND parties agree that Fifty Million Five Hundred Thousand Dollars ($50,000.0050,500,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for attributable and allocated to the Property. (ii) In the event Land and Improvements and that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND Two Million Five Hundred Thousand Dollars ($100,000.002,500,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account 2 of the Purchase Price if Closing is made for attributable to the ▇▇▇▇▇▇▇▇▇▇ Tax Increment Financing (“TIF”) program benefitting the Property. (b) At The Purchase Price is based on the time completion of all Improvements and Seller shall be responsible, at Seller’s sole expense, to cause the Company to complete the construction of the Improvements on the Property such that the Property shall be lien free with all Improvements completed at Closing in the manner set forth in Section 2(c). Seller shall also be responsible, at Seller’s sole expense, to cause the Company to pay all leasing costs (leasing commissions, cash or improvement allowances payable to tenants and costs of landlord work) associated with the leases for the Property identified on Schedule 2(b)(the “Required Leases”) which have not been paid in full at Closing. In the event that any required leasing costs or construction costs have not been paid in full by Closing, as hereinafter provided, Purchaser shall receive a credit in the further sum amount of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of such unpaid costs against the Purchase Price (calculated in the manner set forth in Section 2(d)) and, upon Closing, Seller shall be relieved from paying such identified unpaid costs. (c) For all purposes of this Agreement, the parties hereto agree that the substantial completion of the Improvements on the Property shall mean the completion of the four buildings including completion of all required landlord work, as designated in the leases for any of the Required Leases (the “Landlord Work”), and the completion of a vanilla shell for the remaining first floor tenant space (A-103) in building A and a cold dark shell for each of the remaining second floor tenant spaces (C-203 and C-205) in building C. Improvements shall be deemed to be “completed” upon confirmation by federal funds wire transfer Purchaser’s architect (ka, inc.) that: (i) the Company has received all applicable governmental approvals with respect to the shells of the four buildings, the Landlord Work for the Required Leases and the associated site work comprising the Improvements; (ii) the Company’s architect has certified that such building shells, Landlord Work for the Required Leases and site work have been substantially completed (subject only to minor punch-list items which are the Company’s responsibility to complete) in accordance with the plans and specifications previously provided to the Purchaser; and (iii) the Company has delivered to Purchaser the executed estoppels required to be delivered pursuant to Section 7(a) of this Agreement. (d) Following substantial completion of the Improvements, but not later than twenty (20) days prior to Closing, Seller shall deliver to Purchaser its good faith calculation of the credit to Purchaser described in Section 2(b) together with copies of the certificate of substantial completion from Seller’s architects, final lien waivers from its contractors and subcontractors (other than with respect to work remaining to complete punch-list items) and certification of the payment of all construction costs (including retainage amounts held and/or balances due, if any). For this purpose, the credit shall include (i) uncompleted or unpaid Landlord Work and other punch-list items identified in the tenant estoppel certificates or identified by the Seller’s architect, in its certification of substantial completion; (ii) uncompleted or unpaid construction costs pursuant to any Required Lease as to which an estoppel has not been provided; and (iii) unpaid tenant allowances 3 and leasing commissions with respect to the Required Leases. Following receipt of such credit calculation and certificate of substantial completion from Seller’s architect, Purchaser and its architect shall have the right to conduct a final inspection the Property to determine the extent to which any construction work remains to be completed. Such inspection must take place within two (2) weeks of Purchaser’s receipt of Seller’s calculation of the credit. If Purchaser disagrees with Seller’s calculation of the credit, Purchaser must object to Seller's account as designated ’s calculation by sending written notice of objection to Buyer Seller within such two week period. If Purchaser fails to provide the notice of objection to Seller within such two week period, Seller’s calculation of the credit shall be utilized. If Purchaser timely provides the notice of objection to Seller, the parties hereto shall arrange to discuss the amount of the credit prior to the Closing, and each shall negotiate the amount of such credit reasonably and in writing; good faith. If the parties are unable to agree to the amount of the credit, the parties agree that the disputed funds shall be deposited in escrow at Closing pursuant to the Escrow Agreement. (e) In the event that prior to the Closing Date the Company or if Closing is extended Seller pays any construction costs or leasing costs for Leases that are not Required Leases (other than costs for the delivery of the shells for such spaces as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3Section 2 (c) above), the further sum amount of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer such expenditures will be credited to Seller's account as designated to Buyer in writingSeller at Closing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept consideration for the Property is Interests (the “Purchase Price”) shall be the sum of TEN MILLION FIVE HUNDRED THOUSAND the Securities Consideration plus the Cash Consideration, each as hereinafter defined, and subject to the conditions set forth in this Article II. Parent and Seller have negotiated the Purchase Price and confirmed its amount after completion of Due Diligence One and Due Diligence Two. The Purchase Price was negotiated by and agreed to by the Parties, which included an evaluation conducted by Parent regarding the global commercialization potential of the Division and its capability to develop the Division. The Purchase Price was not negotiated based on the costs borne by Seller in the past to develop the Division. (b) The “Securities Consideration” shall be comprised of 15,543,413 shares of TransEnterix Stock. The Securities Consideration does not exceed 19.99% of the outstanding shares of TransEnterix Stock. (c) The “Cash Consideration” shall be that amount of cash equal to: (i) Twenty Five Million U.S. Dollars (US $10,500,000.0025,000,000); (ii) DOLLARS Twenty Five Million Euro (€25.000.000); plus (iii) the "Purchase Price"amount necessary to reimburse Seller for payments made under that certain loan agreement between Seller and Mediocredito Italiano S.p.A. dated December 13, 2012 (“Loan Agreement”), which Purchase Price in an aggregate amount of Two Million Five Hundred Thousand Euro (€2.500.000), and subject to Section 2.2(d) below. (d) The Cash Consideration shall be paid in four “tranches” and will be subject to certain conditions, as more particularly set forth in this Section 2.2(d): (i) The first tranche of the Cash Consideration (the “First Tranche”) shall be in the amount of Twenty Five Million U.S. Dollars (US $25,000,000) and shall be paid at Closing by wire transfer of immediately available funds; (ii) The second tranche of the Cash Consideration (the “Second Tranche”) shall be in the amount of Ten Million Euro (€10.000.000), and shall be paid within thirty (30) Business Days after the achievement of both of the following milestone events by wire transfer of immediately available funds (i) the earlier of (A) receipt of approval or clearance, as applicable, from the U.S. Food and Drug Administration for the TELELAP ALF-X or (B) December 31, 2016, and (ii) (A) Buyer and/or Parent having cash on hand (which shall mean cash and cash equivalents, as defined by US GAAP), at any time of at least Fifty Million Dollars (US$50,000,000), or (B) successful completion of a new financing or financings by Buyer and/or Parent and its Subsidiaries and its Persons – on a consolidated basis - raising at least Fifty Million Dollars (US$50,000,000) in gross proceeds to Seller Buyer or Parent and commenced after the Closing Date; provided that, upon reaching the first milestone event needed for the Second Tranche, the Second Tranche will begin to accrue simple interest at a rate of 9.0% per annum until the later of (y) the date on which such Second Tranche is paid (whereupon all accrued interest shall be paid in cash), or (z) December 31, 2016; (iii) The third tranche of the Cash Consideration (the “Third Tranche”) shall be in the amount of Fifteen Million Euro (€15.000.000), and shall become due and payable by wire transfer of immediately available funds immediately upon, and will be paid within thirty (30) days of, sales by Company, Buyer, or Parent of the TELELAP ALF-X (including any enhancements thereto), or services contracts related to and products incorporating the TELELAP ALF-X, reaching trailing revenues over a period of a calendar quarter of at least Twenty Five Million Euro (€25.000.000); provided that upon Company and/or Buyer and/or Parent satisfying the milestone needed for the Third Tranche, the Third Tranche will be payable in cash even if the Second Tranche is not yet payable; and, provided further, that the Second Tranche and Third Tranche payments shall become immediately due and payable in the event that (w) Buyer or Parent is acquired (whether by the sale of at least 51% of the issued and outstanding shares of Buyer’s or Parent’s common stock or assets, merger, exclusive license or otherwise) by a non-Affiliate, (x) Company is acquired (whether by the sale of at least 51% of the issued and outstanding membership interests or assets, merger, exclusive license or otherwise) by a non-Affiliate, (y) Buyer or Parent significantly reduces or suspends selling efforts with respect to any Company products incorporating the TELELAP ALF-X notwithstanding market demand, or (z) Buyer or Parent acquires a business that offers alternative products that are directly competitive with Company’s then-current product offerings incorporating the TELELAP ALF-X and significantly reduces or suspends selling efforts with respect to any Company products incorporating the TELELAP ALF-X notwithstanding market demand; and (iv) The fourth Tranche of the Cash Consideration (the “Fourth Tranche”) shall be in the amount of Two Million Five Hundred Thousand Euro (€2.500.000), and shall be payable by wire transfer of immediately available funds as follows: (ax) (i) The On or before December 31, 2016, Buyer shall pay to Seller a sum equal to the aggregate amount of FIFTY THOUSAND ($50,000.00) DOLLARS (any payments made by Seller under the "Initial Deposit") simultaneously Loan Agreement between the Closing Date and December 31, 2016 in accordance with the execution terms of the Loan Agreement, provided however that Seller shall provide to Buyer supporting documentation related to such payments in form reasonably acceptable to Buyer at least fifteen (15) business days in advance; and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit"y) on or before the expiration December 31 of the Feasibility Period or the Extended Feasibility Period each calendar year thereafter (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Depositstarting with December 31, 2017), if and when madeany payments under the Loan Agreement remain outstanding, Buyer shall be included pay to Seller an amount equal to the amount of any payment made by Seller under the Loan Agreement during such calendar year within fifteen (15) business days of receipt of notice from Seller of each such payment made by Seller, which notice shall include any related supporting documentation in form reasonably acceptable to Buyer. (e) At the definition of the "Deposit". The Deposit shall be deposited with the Escrow AgentClosing, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthof this Agreement: (i) against receipt of the Interests, Buyer shall pay the Securities Consideration and the First Tranche of the Cash Consideration as follows: (A) 1,554,341 shares of TransEnterix Stock representing 10% of the Securities Consideration, duly registered in the name of the Escrow Agent in its capacity as such (the “Escrowed Stock”), shall be delivered to the Escrow Agent, to be held and disbursed by it pursuant to the terms of the Escrow Agreement, (B) the balance of the TransEnterix Stock included in the Securities Consideration, duly registered in the name of Seller, shall be delivered to Seller, and (C) the First Tranche shall be treated as payment on paid to Seller by wire transfer of immediately available funds to a bank account of Seller, which bank account Seller shall have designated at least two Business Days prior to the Purchase Price if Closing is made for the Property.Date; and (ii) In Buyer and Seller shall enter into a Security Agreement, substantially in the event form of Exhibit I, which provides that Closing ten percent (10%) of the Interests shall have a lien placed thereon by and in favor of Seller until the Escrowed Stock is extended as hereinafter provided, then both registered in the further sum name of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS Seller and delivered to Seller at the end of the Escrow Period (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property“Liened Interests”). (bf) At From and after the time of Closing, Parent shall, directly or through its Subsidiaries, including Buyer and Company use its reasonable best efforts to achieve the milestones set forth in Section 2.2(d) as hereinafter provided, soon as practicable after the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingClosing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")) for the Interests -------------- shall consist of: (iv) the sum of the value of the Retained Interests, if any, in each NUG Subsidiary as of the Closing Date, which Purchase Price value shall be the amount that, if paid for the Retained Interest, would result in an after-tax internal rate of return on such Retained Interest over its remaining life as of the Closing Date of 12%, with tax amortization or deductions of such NUG Subsidiary having been computed using a 15-year life and such further tax assumptions as agreed by Seller and Buyer (the "Retained Interest ----------------- Payment"); -------- (a) hereto. The Parties shall use good faith efforts to Seller develop a sample calculation of the Retained Interest Payment prior to Closing. For purposes of clarification, if the amount of the Portfolio Payment is negative, the absolute value of such amount shall be deducted from the Purchase Price. (b) The Retained Cash, Portfolio Payment, Retained Interest Payment and Citizens' Net Book Value as of the Closing Date will be determined as follows: (a) (i) The sum of FIFTY THOUSAND Between five ($50,000.005) DOLLARS and seven (7) business days prior to the Closing Date, Seller shall deliver to Buyer a detailed calculation (the "Initial DepositEstimated --------- Closing Calculation") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period estimated Retained Cash, Portfolio Payment, ------------------- Retained Interest Payment and Citizens' Net Book Value as of the Closing Date, in each case assuming consummation of the transactions contemplated by this Agreement, including the transfer, assignment or distribution of the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such dateExcluded Assets. The Initial Deposit Estimated Closing Calculation shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when madeaccompanied by detailed supporting documentation, shall be included within the definition include an unaudited statement of the "Deposit"Retained Cash, Portfolio Payment, Retained Interest Payment and Citizens' Net Book Value, in each case prepared in accordance with generally accepted accounting principles applied in a manner consistent with Citizens' past practices, as modified by this Agreement, and Seller's Certificate. The Deposit Estimated Closing Calculation shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyBuyer's reasonable approval. (ii) In On the event that business day immediately prior to the Closing is extended as hereinafter providedDate, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3Seller shall furnish to Buyer an updated Estimated Closing Calculation and Seller's Certificate. The Third Deposit, if and when made, Such updated calculation shall be included within accompanied by an explanation of any differences between the definition of Retained Cash, Portfolio Payment, Retained Interest Payment and Citizens' Net Book Value set forth on the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthoriginal Estimated Closing Calculation, and shall be treated as payment on account of subject to Buyer's reasonable approval. Buyer shall pay to Seller at Closing the Purchase Price if shown in the approved updated Estimated Closing is made for Calculation (the Property"Closing Calculation"). ------------------- (iii) Within five (5) business days after the Closing Date, Seller shall deliver to Buyer an updated Closing Calculation (in its final form, the "Final Calculation") and Seller's Certificate. Buyer shall cause ----------------- Citizens to assist Seller in preparing the Final Calculation. If within thirty (30) calendar days following delivery, Buyer has not given Seller notice of its objection to the Final Calculation, then Buyer will be deemed to have accepted the Retained Cash, Portfolio Payment, Retained Interest Payment and Net Book Value shown in the Final Calculation. Buyer shall be entitled to review Seller's workpapers relating to the Final Calculation during such period, or the period of any good faith negotiation pursuant to subparagraph (iv) below. Any notice of objection shall specify in reasonable detail the nature and basis of any objection, including issues which are not in dispute. (biv) At If Buyer gives timely notice of such objection, then the time parties shall, during the thirty (30) days following delivery of Closingsuch notice, use good faith efforts to resolve disputed issues. During such period, Seller may review Buyer's workpapers prepared in connection with disputed issues. Disputed issues which the parties are unable to resolve will be submitted to an Accounting Firm for resolution. If disputed issues are submitted to an Accounting Firm for resolution: (A) each party will furnish to the Accounting Firm such workpapers and other documents and information relating to the disputed issues as hereinafter providedthe Accounting Firm may request and are available to that party, and will be afforded the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of opportunity to present to the Purchase Price by federal funds wire transfer Accounting Firm any material relating to Seller's account as designated the determination and to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at discuss the time of determination with the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.Accounting Firm;

Purchase Price. The total purchase price which 2.1 In consideration of and for the Buyer agrees sale of the Property to Entrée LLC, Entrée Gold and Entrée LLC jointly agree to pay to Mongol Gazar a cash payment of five million five hundred thousand dollars of lawful currency of the Seller and which United States of America (US$5,500,000, the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which subject to the terms and conditions of this Agreement. 2.2 The Purchase Price shall will be paid by Buyer to Seller as follows: (a) From the Purchase Price, a sum sufficient to pay all liabilities of Mongol Gazar under the Loan Agreement and to exercise the Right of Repurchase under the Sale and Repurchase Agreement may, at the sole discretion of Entrée Gold, be paid directly to the Bank by Entrée Gold. In addition, if Mongol Gazar's or MGP's title to the Property is now or at any time hereafter deficient, defective or encumbered in any way, then, without limiting Entrée LLC's rights and remedies provided hereunder or by law, such deficiency, defect or encumbrance may be remedied or removed by Entrée LLC in which event the cost and related expenses thereof be deducted from the Purchase Price; and (ib) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS Purchase Price, after adjustment in accordance with this Agreement, (the "Initial DepositNet Purchase Price") simultaneously shall be paid by bank transfer either directly to Mongol Gazar or to its written direction in accordance with section 5.1 below. 2.3 On the execution Payment Date (as defined below), Entrée LLC shall have purchased a one hundred percent (100%) interest in and delivery to the Property free and clear of all liens, charges, encumbrances and royalties whatsoever. 2.4 Until the Payment Date, any monies advanced from time to time by Entrée Gold to, or on behalf of Mongol Gazar pursuant to this Agreement, including paragraph 2.2, above, will constitute a loan (the "Loan") to Mongol Gazar, and the Property will stand as security for the repayment of the Loan and Mongol Gazar will execute and deliver to Entrée Gold at the time of signing of this Agreement and the further sum such documentation as Entrée Gold's Mongolian counsel Zata, Attorneys-at-Law, of ONE HUNDRED FIFTY THOUSAND Ulannbaatar, Mongolia ($150,000.00) DOLLARS (the "Second DepositZata") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior may deem necessary to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for register Entrée Gold's security interest against the Property. 2.5 Mongol Gazar will repay the Loan in full, on demand by Entrée Gold, provided that Entrée Gold may not make demand prior to November 15, 2003, unless Mongol Gazar breaches this Agreement prior to that date. 2.6 On the Payment Date (ii) In as defined below), the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if Loan will be deemed to have been repaid by Mongol Gazar and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertyto be paid to Mongol Gazar will be reduced by that amount. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum AtriCure, in consideration for the sale of FIFTY THOUSAND (the PURCHASED ASSETS and the License granted to AtriCure hereunder, shall pay to ▇▇▇▇▇▇ $50,000.00) DOLLARS 3,661,536 (the "Initial Deposit") simultaneously with “Purchase Price”). AtriCure shall pay to ▇▇▇▇▇▇ $3,244,244 of that amount in immediately available funds on the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS date hereof (the "Second Deposit"“INITIAL PAYMENT”) and, on or before the expiration third Business Day following the Manufacturing Termination Date, AtriCure shall pay to ▇▇▇▇▇▇ in immediately available funds the balance of US $417,292 (the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date“DEFERRED PAYMENT)”. The Initial Deposit DEFERRED PAYMENT shall be hereinafter referred to evidenced by an interest bearing Promissory Note in the form attached hereto as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyExhibit 1. (b) At The PURCHASE PRICE shall be allocated to the time PURCHASED ASSETS in accordance with a reasonable allocation prepared by ▇▇▇▇▇▇ and delivered to AtriCure within ninety (90) days of Closingthe Closing Date (the “STATEMENT OF ALLOCATION”). AtriCure shall not take a position on any tax return or with any tax authority that is inconsistent with the STATEMENT OF ALLOCATION. Within ten (10) days of the receipt by AtriCure of the STATEMENT OF ALLOCATION, AtriCure shall, subject to the foregoing: (i) complete and execute Forms 8594 Asset Acquisition Statement Under Section 1060 of the Internal Revenue Code of 1986, as hereinafter providedamended, consistent with the STATEMENT OF ALLOCATION; and (ii) deliver copies of such forms to ▇▇▇▇▇▇. ▇▇▇▇▇▇ and AtriCure shall each file a copy of the above-referenced forms with its respective tax returns for the period which includes the Closing date. (c) For purposes of this Agreement, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account termination of the Purchase Price by federal funds wire transfer Manufacturing Term (the date of such termination being the “Manufacturing Termination Date”) shall be deemed to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time have occurred on that date on which all of the Extended Closing Datefollowing shall have occurred: (i) completion, as provided in Paragraph 3all material respects, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer MANUFACTURING SERVICES; and (ii) delivery to Seller's account as designated to Buyer Atricure of all material tangible personal property included in writingthe PURCHASED ASSETS.

Purchase Price. The total purchase Purchase price which payable by the Buyer agrees to pay Purchaser to the Seller and which shall be that purchase price reflected as such on the Seller agrees to accept for Agreement of Sale payable as follows: 3.1 The cash deposit portion of the Property is Purchase Price in the sum of TEN MILLION R25,000.00 (TWENTY FIVE HUNDRED THOUSAND RANDS) shall be paid without deduction or demand to the Conveyancers within 7 ($10,500,000.00SEVEN) DOLLARS days of the last signature hereto and shall be held in Trust by them in an interest bearing account for the benefit of the Purchaser pending registration of transfer whereupon payment shall be made to the Seller. 3.2 The balance of cash portion reflected in Paragraph 5 of the Sale Agreement shall be : 3.2.1 secured by a guarantee to be lodged with the Conveyancer within 21 (TWENTY ONE) days of the "Purchase Price")last signature hereto in a form acceptable to the Seller or the Seller's Conveyancer and payable without deduction or demand at Pietermaritzburg on the date of registration of transfer of the Property into the name of the Purchaser, which Purchase Price or 3.2.2 deposited in cash with the Conveyancer without deduction or demand within 21 (TWENTY ONE) days of the last signature hereto and to be held by them in trust in an interest bearing account for the benefit of the Purchaser pending registration of transfer, whereupon payment shall be made to the Seller. 3.3 The loan portion of the purchase price reflected in Paragraph 5 of the Agreement of Sale shall be paid by Buyer the Purchaser to the Seller as follows: (a) (i) The sum upon date of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration registration of the Feasibility Period Property into the name of the Purchaser, and which funds shall be provided by the loan referred to below which shall be secured by a guarantee in a form acceptable to the Seller or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter definedSeller's Conveyancer, to be held subject to lodged with the terms and conditions hereinafter set forth, and shall be treated as payment on account Conveyancer within 30 (THIRTY) days of the Purchase Price if Closing is made for granting of such bond, or such extended period as the Property. (ii) In Seller in the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated sole discretion may agree to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writinggrant.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer Six Million Five Hundred Thousand Dollars ($6,500,000), subject to Seller adjustment as herein set forth, and payable as follows: (a) (i) The sum of FIFTY THOUSAND A. Three Million Seven Hundred Thousand Dollars ($50,000.00) DOLLARS (3,700,000), the "Initial Deposit") simultaneously with cash portion of the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND Purchase Price, adjusted as hereinafter provided, in cash; and B. Two Million Eight Hundred Thousand Dollars ($150,000.002,800,000) DOLLARS (in the "Second Deposit") on or before the expiration common stock of Ballantyne of Omaha, Inc. Any shares of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless common stock of Ballantyne of Omaha, Inc. issued to Seller pursuant to this Agreement has been terminated prior to such date. The Initial Deposit provision shall be hereinafter referred to as "Buyer Shares." For purposes of determining the "Deposit" and the Second Depositnumber of Buyer Shares to be transferred to Seller hereunder, if and when made, said Buyer Shares shall be included within valued at a price per share which shall be equal to the definition average daily closing price of the "Deposit"publicly traded common stock of the Ballantyne of Omaha, Inc. for the ten (10) trading days immediately preceding the actual date of Closing. The Deposit All Buyer Shares issued to Seller hereunder shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms restrictions and conditions hereinafter limitations set forth, and shall be treated as payment on account forth in Article VIII hereinafter. C. The cash portion of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, payable by Buyer to Seller hereunder shall be included within the definition of the "Deposit"adjusted as follows: 1. The Third Deposit There shall be deposited with a reduction in the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account cash portion of the Purchase Price if Closing is made for in an amount equal to the Propertytrade accounts payable of Seller, and any other specific liabilities of Seller, assumed by the Buyer hereunder. (b) At 2. To the time extent that the Inventory of Closing, as hereinafter providedSeller on the effective date of Closing shall be less than or greater than the amount of Inventory of Seller reported on the Balance Sheet, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account cash portion of the Purchase Price by federal funds wire transfer shall be decreased or increased (as the case may be) to Seller's account as designated to Buyer reflect the change in writing; the amount of Inventory. 3. To the extent that the Accounts Receivable of Seller on the effective date of Closing shall be less than or if Closing is extended as provided in Paragraph 3, at greater than the time amount of Accounts Receivable of Seller reported on the Extended Closing Date, as provided in Paragraph 3Balance Sheet, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account cash portion of the Purchase PricePrice shall be decreased or increased (as the case may be) to reflect the change in the amount of Accounts Receivable. 4. The property, plant, and equipment of Seller (which includes the Fixtures and Equipment) shall be valued at the sum of their net book value on the effective date of Closing plus $800,000. To the extent that the net book value of such property, plant, and equipment of Seller as of the effective date of Closing shall be less than or greater than the property, plant, and equipment of Seller reported on the Balance Sheet, the cash portion of the Purchase Price shall be decreased or increased (as the case may be) to reflect the change in the amount of the property, plant, and equipment. Notwithstanding the foregoing, the net book value of the property, plant and equipment shall only be increased to reflect actual purchases of such property, plant and equipment by federal funds wire transfer Seller after September 30, 1997. D. The parties agree and acknowledge that in determining the Purchase Price hereunder, the goodwill of the Seller, being purchased by Buyer hereunder, shall be Two Million Five Hundred Twenty Thousand Dollars ($2,520,000), which is the amount assigned to Seller's account as designated to Buyer in writingthe goodwill of Seller on the Balance Sheet.

Purchase Price. (a) The total aggregate purchase price which the payable by Buyer agrees to pay to the Seller and which the Seller agrees to accept in consideration for the Property is shall be (i) an amount payable in cash (the sum of TEN MILLION FIVE HUNDRED THOUSAND “Cash Portion”) equal to Two Hundred Sixty-Four Million and 00/100 Dollars ($10,500,000.00264,000,000.00) DOLLARS (the "“Initial Purchase Price"”) less the total amount of principal outstanding under the First Mortgage Loan at Closing and (ii) the assumption by Buyer of the First Mortgage Loan as provided in and subject to Section 5.9, subject to adjustment of the Cash Portion as provided in Section 1.6 (as so adjusted, the “Purchase Price”). (b) Following the execution of this Agreement, Seller and Buyer shall cooperate in good faith to jointly prepare a written allocation of the Purchase Price among (i) the Land and its appurtenances (including, without limitation, the Licenses, Assumed Contracts, Real Property Leases and Assumed Condemnations, but excluding the Timber), which on a county-by-county and state-by-state basis, (ii) the Nursery, the Orchard and the Waynesboro Office, (iii) the Timber, on a county-by-county and state-by-state basis, (iv) the Timber Lease, and (v) the Personal Property, Personal Property Leases and Intangible Property. The Parties shall negotiate in good faith to resolve any disputes that arise in connection with the allocation of the Purchase Price, provided that if the Parties are unable to resolve any such disputes, the Parties shall appoint a nationally-recognized accounting firm, and such firm shall resolve any disputes. The Parties agree that the accounting firm's resolution shall be conclusive for the purposes of determining the allocation of Purchase Price as of the Closing Date. Further, the Parties agree that the allocation of the Purchase Price shall be documented in a written agreement signed by both Parties on or prior to the Closing Date. Seller and Buyer shall cooperate in good faith to agree on adjustments to the Purchase Price after the Closing to reflect any of the adjustments and substitutions made pursuant to Section 1.8 or any adjustments to the consideration paid by Buyer pursuant to Seller as follows:Section 1.6, and each Party and their respective Affiliates shall prepare and timely file Form 8594 (and any analogous state and local Tax forms) in a manner consistent with this Section 1.5. (ac) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously Concurrently with the execution and delivery of this Agreement and hereof, Buyer has deposited the further sum of ONE HUNDRED FIFTY THOUSAND Two Million Four Hundred Thousand Dollars ($150,000.002,400,000) DOLLARS in immediately available US Dollars (the "Second “Deposit"”) on or before directly to the expiration of Title Company. If the Feasibility Period or Closing does not occur, then the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall then be hereinafter referred returned or delivered to the Party entitled thereto as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"provided for in this Agreement. The Deposit shall be deposited invested by the Title Company in an interest-bearing account in accordance with the Escrow Agentterms of this Agreement, as hereinafter defined, including those certain escrow instructions set forth on Exhibit F attached hereto and incorporated herein by this reference. All interest earned on the Deposit shall be deemed for all purposes to be held subject a part of the Deposit and be released by the Title Company to whichever party is entitled to receive the terms and conditions hereinafter set forthprincipal amount of the Deposit under this Agreement, and but shall be treated as payment on account credited towards the Cash Portion of the Purchase Price if Closing is made for in the Propertyevent of a Closing. (iid) In Subject to Section 2.3(b), the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is shall be made free and clear of and without deduction for any Taxes, including for the Property. avoidance of doubt, any withholding taxes provided Seller provides to Buyer prior to Closing any affidavits, certificates and forms relating to withholding Taxes with respect to Seller and the transactions contemplated by this Agreement required to be provided by Seller under applicable Law or by Governmental Authority in order to establish a complete exemption from withholding Taxes, or such affidavits, certificates or forms reasonably required from Seller and identified by the Title Company in order to establish a complete exemption from withholding Taxes (b) At the time including, for example, an affidavit of ClosingSeller's residence or gain or Seller's certificate of exemption, as hereinafter providedapplicable, and any income tax withholding forms required in the further sum State of TEN MILLION THREE HUNDRED THOUSAND Alabama). If Seller does not provide Buyer prior to the Closing such affidavits, certificates, or forms that establish a complete exemption from withholding Taxes, these withholding Taxes shall be Seller's responsibility ($10,300,000.00except as otherwise provided in this Agreement) DOLLARS on account of and Buyer shall be entitled to withhold such Taxes for which an exemption has not been established from the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingaccordance with applicable Law.

Purchase Price. The total purchase price for the Acquired Assets shall be an amount equal to the Individual Store Purchase Price multiplied by the number of Leased Facilities for which the Buyer agrees to pay to Company has satisfied the Seller and which Company Transfer Obligations MINUS the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Individual Store Purchase Price (the "“Purchase Price"”), which . 1.2.1 The Purchase Price shall only be paid by Buyer to Seller out of Escrowed Funds, as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously hereinafter defined, in accordance with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration terms of the Feasibility Period Escrow Agreement, as hereinafter defined; 1.2.2 At the Initial Effective Date, as hereinafter defined, or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement soon thereafter as Purchaser has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition received all of the "Deposit". The Deposit shall be deposited applicable Company Transfer Deliveries, as hereinafter defined, with respect to any Initial Leased Facility, including the applicable Landlord’s Assignment and Consent, as hereinafter defined, (“Company Transfer Obligations”), the Escrow Agent, as hereinafter defined, shall release out of the Escrowed Funds the Individual Store Purchase Price multiplied by the number of any Initial Leased Facilities for which the Company Transfer Obligations have been satisfied; provided, however, that Purchaser shall be entitled to be held subject a credit equal to the terms and conditions hereinafter set forth, and Good Faith Deposit which shall be treated as payment on account of deducted from the Individual Store Purchase Price if Closing is made for the Property.first Leased Facility for which the Company satisfies the Company Transfer Obligations; provided further, however, that the Individual Store Purchase Price shall not be payable with respect to the Rampage Store located at La Cumbre Plaza; and (ii) In 1.2.3 At the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow AgentSecond Effective Date, as hereinafter defined, provided the applicable Company Transfer Obligations have been satisfied with respect to be held subject to any Additional Leased Facility, the terms and conditions hereinafter set forth, and Escrow Agent shall be treated as payment on account release out of the Escrowed Funds the Individual Store Purchase Price if Closing is made for multiplied by the Propertynumber of such Additional Leased Facilities. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to (a) Purchaser shall pay to Seller the total sum of Twenty-nine Million Four Hundred Twenty-six Thousand One Hundred Thirteen Dollars ($29,426,113.00) (the “Purchase Price”). Seller and which Purchaser agree that the Purchase Price shall be allocated to each Parcel as shown under the term “Purchase Price” on Exhibit “A”, attached hereto, provided, however, that Purchaser may, on not less than seven (7) days’ advance notice to Seller agrees reasonably reallocate the Purchase Price to accept for reflect the values determined in the appraisal (as set forth in Section 10(e) of this Agreement), provided that no reallocation shall change the aggregate Purchase Price of the Property is set forth above and of the sum of TEN MILLION FIVE HUNDRED THOUSAND #2 Parcels ($10,500,000.00hereinafter defined). At Seller’s option, the Purchase Price may be paid to two (2) DOLLARS separate payees, to be designated by the Seller, and reflected on two (the "Purchase Price"), which 2) separate closing statements at Closing. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of Not later than two (2) business days after the Effective Date, Purchaser shall deliver to ▇▇▇▇▇ Title Company, as agent for Fidelity National Title Company (the “Escrow Agent”) TWO HUNDRED FIFTY THOUSAND AND 00/100 ($50,000.00250,000.00) DOLLARS (the "Initial “Deposit"”) simultaneously with in Current Funds, to be held by the execution Escrow Agent in escrow to be applied and delivery disposed of by the Escrow Agent as is provided in this Agreement. If Purchaser fails to pay the Deposit to the Escrow Agent as herein provided, Seller shall be entitled to declare a default under this Agreement and the without further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless notice, whereupon this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred terminated and of no further force or effect. Seller shall have the right, notwithstanding, to proceed against the Purchaser for the Deposit as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit"for liquidated damages. The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of applied against the Purchase Price if Closing is made for at Closing. As used herein, the Property. (ii) In term “Current Funds” shall mean wire transfers, certified funds or a cashier’s check in the event form acceptable to the Escrow Agent that Closing is extended as hereinafter provided, then would permit the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3Escrow Agent to immediately disburse or deposit such funds. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with held and disbursed by the Escrow Agent, Agent as hereinafter defined, to be held subject more fully set forth in this Agreement and in the Escrow Agreement annexed hereto as Exhibit “B” (“Escrow Agreement”). The risk of loss with respect to the terms and conditions hereinafter set forth, and Deposit shall be treated as payment on account of the Purchase Price if Closing is made for the Propertywith Purchser. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property PURCHASE PRICE is the sum of TEN MILLION FIVE HUNDRED THOUSAND R ($10,500,000.00in words: ) DOLLARS exclusive of Value Added Tax (the "Purchase Price"VAT) (if applicable), which Purchase Price shall be paid by Buyer to Seller as followsthe SELLER upon registration of transfer, and which shall be secured, pending registration of transfer, in the following manner: 3.1 A cash deposit of 10% (aten percentum) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when madeR , shall be included paid within 48 (forty eight) hours from DATE OF ACCEPTANCE, by the definition PURCHASER, into the account of Insolvent Estate Sebbag Longterm Investments CC (in liquidation), managed by the Joint Liquidators, for the benefit of the "Deposit"SELLER. Notwithstanding this the SELLER may direct into which trust account the deposit should be paid. 3.2 The PURCHASER consents to the SELLER utilising the deposit to pay the outstanding levies, rates and taxes and any other expenses relating to the transfer of the property. 3.3 The deposit shall be non-refundable, except in the instance where this agreement lapses and/or becomes null and void as the result of the suspensive conditions set out hereinunder not being fulfilled and or waived as set out with hereinunder, then and in that event all monies paid by the PURCHASER to the SELLER in terms hereof shall be refunded to the PURCHASER. Notwithstanding any provision of this agreement, if the deposit is not paid with 48 (forty-eight) hours from DATE OF ACCEPTANCE, by the PURCHASER, the SELLER may cancel this agreement with immediate effect. 3.4 The balance of the PURCHASE PRICE in the sum of R (in words: ) shall be paid upon registration of transfer of the PROPERTY in the name of the PURCHASER, and pending registration of transfer, shall be secured by means of a suitable guarantee issued by a Financial Institution acceptable to the SELLER. The Deposit said guarantee shall be deposited delivered to the conveyancer appointed in terms of clause 6 (“CONVEYANCER”) within 30 days from the DATE OF ACCEPTANCE, which guarantee shall be payable free of exchange. 3.5 The PURCHASER hereby instructs and authorises the CONVEYANCER to invest, in terms of Section 86 (4) of the Legal Practice Act 28 of 2014 (as amended), any monies paid by him or on his behalf in terms of this Offer (agreement), in an interest bearing account, interest so accrued for the benefit of the insolvent estate. 3.6 The PURCHASER acknowledges that he is aware that the CONVEYANCER will only be in a position to give effect to this mandate once he, the PURCHASER, has furnished the CONVEYANCER with the Escrow Agent, as hereinafter defineddocuments, to be held subject to requested by the CONVEYANCER, in terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyFinancial ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. 3.1 The total purchase price which for all land plots comprising the Buyer agrees Land has been set in the amount of EUR 40,524.80 (in words: fourty thousand five hundred twenty four euro and eighty eurocents) plus 20% VAT, i.e. the final purchase price including the VAT amounts to pay to the Seller EUR 48,629.76 (in words: fourty eight thousand six hundred twenty nine euro and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00seventy six eurocents) DOLLARS (the "“Purchase Price"”), which . 3.2 The Purchase Price has been set according to Agreement on Future Agreements. 3.3 The Parties hereby agree that the Purchase Price shall be paid by, or on behalf of, the Purchaser within 15 (fifteen) days from the day on which the decision of the Cadastral Office that the Purchaser has been registered as sole owner of the Land becomes legally effective (the “Registration” and the “Registration Date”). 3.4 The Purchase Price shall be paid to the Seller’s Bank Account. 3.5 The Seller, the Purchaser and the Escrow Agent executed the Escrow Agreement. 3.6 The Seller declares that the amount of EUR 15,000,000 (the “Escrow Amount”) was deposited in the Escrow Account as a deposit securing the due fulfillment of the Seller’s obligation to satisfy any and all of the Purchaser’s Claims related to the Third Party Claims under the terms of this Agreement. The Purchaser is entitled to draw down the Escrow Amount to satisfy any and all of its Claims related to the Third Party Claims in the manner described in Clause 3.11(a) below and subject to the following conditions: (a) a Detrimental Decision is issued with respect to the Third Party Claim (to which the Claim refers); (b) the Purchaser has made request that the Seller resolves the Third Party Claim, while with respect to the Third Party Claim to which the Seller grants a waiver under Clause 3.9, it is deemed that the Purchaser is making such request by Buyer receiving the waiver from the Seller; and (c) the Third Party Claim is not fully and finally resolved by the Seller to the satisfaction of the Purchaser within 30 (thirty) days of the Purchaser’s request to the Seller, or within 7 (seven) days of the Purchaser’s request to the Seller in the event that the Third Party Claim has a material adverse effect on the Purchaser’s operation of the Project on the Land. If a Detrimental Decision issued with respect to a Third Party Claim is similar in terms of its factual and legal merits to another Third Party Claim which was previously rejected or otherwise dismissed by a court decision, the Purchaser shall act reasonably and in good faith to determine the best requested remedy under this Agreement; in particular, the Purchaser shall reasonably consider whether defending against the Third Party Claim as envisaged in Clause 4.7 is more appropriate and efficient. 3.7 The Parties hereby agree that in case there is a claimant (or a group of Related Claimants) who has more that one Pending Claim, fulfilment of the draw down condition stated in Clause 3.6(a) hereof with respect to one Pending Claim of such claimant (or group of Related Claimants) shall be deemed fulfilment of the respective draw down condition with respect to all of the Pending Claims of such claimant (or group of Related Claimants). This rule shall apply mutatis mutandis to the procedures under Clauses 3.8 to 3.10 hereof. 3.8 The Purchaser may ask the Seller to waive a fulfillmet of the draw down condition stated in Clause 3.6(a) hereof with respect to any Third Party Claim. Upon such request made by the Purchaser, the Seller and the Purchaser shall discuss, acting reasonably and in good faith, such Third Party Claim, in particular the merits of the respective Third Party Claim and the potential impact on the Purchaser’s reputation and on the Purchaser’s operation of the Project on the Land in case the respective Third Party Claim results in a Detrimental Decision. 3.9 Following the discussions under Clause 3.8, the Seller may waive the draw down condition stated in Clause 3.6(a) hereof with respect to the Third Party Claim in writing; the Seller shall act reasonably and in good faith when deciding on granting of the waiver. 3.10 If the Seller does not waive the draw down condition stated in Clause 3.6(a) hereof with respect to the Third Party Claim in question within four (4) weeks of the Purchaser’s request, the Purchaser may appoint an independent legal expert to opine on the matter (the “Legal Expert”) on the following terms: (a) The Purchaser can select the Legal Expert from the first five international law firms listed in The Legal 500 law firms ranking for the real estate sector in Slovakia that have offices in both the United Kingdom and Slovakia as at the date of such appointment (excluding CMS and White & Case and their affiliated entities). (b) The Purchaser shall instruct the Legal Expert to assess the respective Third Party Claim and provide an assessment to the Parties as to whether in its opinion a success of the claimant under the Third Party Claim is Probable. (c) If under the Legal Expert’s assessment: (i) a success of the claimant under the Third Party Claim is Probable, and if at the same time the claimant’s success under the Third Party Claim would in the opinion of the Purchaser acting reasonably constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) hereof shall be deemed waived by the Seller with respect to such Third Party Claim, and the Purchaser may, after fulfilling the conditions stated in Clauses 3.6(b) and 3.6(c) hereof, draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (ii) a success of the claimant under the Third Party Claim is Probable, and if at the same time the claimant’s success under the Third Party Claim would in the opinion of the Purchaser acting reasonably not constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) (along with other conditions under Clause 3.6) must be fulfilled before the Purchaser can draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (iii) a success of the claimant under the Third Party Claim, which is the Pending Claim, is not Probable, and if at the same time the claimant’s failure to succeed under the Third Party Claim would in the opinion of the Purchaser acting reasonably constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) hereof shall be deemed waived by the Seller with respect to such Third Party Claim, and the Purchaser may, after fulfilling the conditions stated in Clauses 3.6(b) and 3.6(c) hereof, draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (iv) a success of the claimant under the Third Party Claim, which is the Pending Claim, is not Probable, and if at the same time the claimant’s failure to succeed under the Third Party Claim would in the opinion of the Purchaser acting reasonably not constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) (along with other conditions under Clause 3.6) must be fulfilled before the Purchaser can draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim. 3.11 Under the terms of the Escrow Agreement, the Escrow Agent shall release the Escrow Amount (or a part of it) from the Escrow Account as follows: (a) If the Escrow Agent receives an instruction signed by the Purchaser (signature(s) being officially verified) including (i) a statement that the Purchaser has a Claim towards the Seller related to a Third Party Claim, and (ii) the amount of such Claim, the Escrow Agent shall release the amount of such Claim (up to the amount of the Escrow Amount) to the Purchaser; if the Purchaser requests that the Escrow Agent releases the amount of the Claim (up to the amount of the Escrow Amount) to a third party or parties identified by the Purchaser in the instruction, the instruction must also be signed by the Seller (signature(s) being officially verified); the Seller shall not unreasonably withhold or delay its signing of such instruction; (b) If the Escrow Agent receives an instruction signed by the Purchaser and the Seller (signatures being officially verified) including a statement that there are no existing Third Party Claims with respect to the Land, the Escrow Agent shall release the outstanding balance of the Escrow Amount on the Escrow Account to the Seller; (c) Upon instruction signed by the Purchaser and the Seller (signatures being officially verified) the Escrow Agent shall release the part of the Escrow Amount as indicated in the instruction to the Seller; the Purchaser shall sign such instruction provided that the Parties agree, acting reasonably, that the volume of Third Party Claims with respect to the Land has decreased and the balance of the Escrow Amount on the Escrow Account after the respective release to the Seller would be sufficient enough to cover the probable amount of the outstanding Third Party Claims; (d) On the date of expiry of the Escrow Period (subject to extension under Clause 3.12), the Escrow Agent shall release the outstanding balance of the Escrow Amount on the Escrow Account to the Seller; (e) The sum Escrow Agent shall deduct the Escrow Agent’s one-off fee for maintaining the Escrow Account in the amount set out in the Escrow Agreement from the Escrow Amount. 3.12 If the Third Party Claims have not been fully settled or resolved six (6) months prior to the expiry of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously Escrow Period, the Purchaser and the Seller shall agree, acting reasonably, on a prolongation of the Escrow Period and in such a case they shall send an Escrow Period Extension Notice to the Escrow Agent. Upon the Escrow Agent’s receipt of the Escrow Period Extension Notice, the Escrow Period shall be extended by the period stated in the Escrow Period Extension Notice. If at the same time the Parties agree, acting reasonably, that the balance of the Escrow Amount on the Escrow Account significantly exceeds the probable amount of the outstanding Third Party Claims, the Purchaser and the Seller shall agree on release of the part of the Escrow Amount comprising such excess to the Seller and in such a case they shall send, together with the execution Escrow Period Extension Notice, an instruction to the Escrow Agent under Clause 3.11(c). 3.13 The Purchaser is entitled to serve an instruction under Clause 3.11(a) anytime during the Escrow Period subject to the conditions under this Agreement. The Purchaser shall be liable for any breach of this obligation to the Seller. Any release of the Escrow Amount from the Escrow Account under Clause 3.11(a) shall be deemed a payment towards a Claim by the Seller to the Purchaser. 3.14 Without prejudice to Clause 3.13, the Purchaser shall be obliged to sign the instruction under Clause 3.11(a) without undue delay after the Purchaser receives the Seller’s written request to release part of the Escrow Amount to settle the Third Party Claims, provided that the Purchaser, acting reasonably, considers such settlement satisfactory. The amount of the Claim in the instruction under Clause 3.11(a) shall be as requested in the Seller’s written request. 3.15 The Purchaser shall sign the instruction under Clause 3.11(b) without undue delay after the Third Party Claims have been settled or resolved to the satisfaction of the Purchaser, acting reasonably. 3.16 The Parties acknowledge that the Escrow Amount and delivery of the payments from the Escrow Account are meant to be an additional security for the Purchaser under this Agreement and do not in any way limit or prejudice the further sum Purchaser’s right to claim Losses or any other of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (its rights which exceed the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with payments from the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) Amount. In the event that Closing the Escrow Amount is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition not sufficient to satisfy all of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Claims related to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter providedThird Party Claims, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of Purchaser’s rights to the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingoutstanding claims hereunder are unaffected.

Purchase Price. The total aggregate purchase price which the Buyer agrees to pay being paid by Purchaser to the Seller Sellers and which the Seller agrees to accept Logos for the Property is transfer and delivery of the sum Shares, the assets of TEN MILLION FIVE HUNDRED THOUSAND Logos, the rights and benefits conferred under this Agreement, and the rights and benefits conferred under the Logos Purchase Agreement shall be equal to an amount up to $33,175,000 ($10,500,000.00thirty-three million one hundred seventy-five thousand dollars) DOLLARS (the "“Purchase Price"”), which . The Purchase Price shall be paid by Buyer in such amounts and at such times as set forth below: (a) An amount equal to Seller $18,175,000 (eighteen million one hundred seventy-five thousand dollars), as adjusted pursuant to Section 3 below (the “Closing Payment”), to be paid as follows: (a) (i) The sum of FIFTY THOUSAND $500,000 ($50,000.00five hundred thousand dollars) DOLLARS shall be retained by Purchaser at Closing and which amount (the "Initial Deposit"“WC Adjustment Holdback”), if any, shall be payable in accordance with Section 3(b)(iv) simultaneously with through 3(b)(vii) below; (ii) the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period North Fork Payoff Amount (as defined in Paragraph 7Section 10(c)(xiv)) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred delivered at Closing by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by such lender; (iii) the SE Payoff Amount (as defined in Section 10(c)(xiv)) shall be delivered at Closing by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by such lender; and (iv) the remainder of the Closing Payment, as adjusted pursuant to as Section 3(a)(i) below and after deduction for the "Deposit" WC Adjustment Holdback, the North Fork Payoff Amount, the SE Payoff Amount and the Second Depositcash payment payable to Logos upon the closing of the transactions contemplated by that certain Asset Purchase Agreement dated November 26, if 2007 (the “Logos Purchase Agreement”), by and when madeamong the Company, Logos, and R▇▇▇▇ ▇▇▇▇▇▇▇▇ (“S▇▇▇▇▇▇▇”), shall be included within paid to the definition Sellers at the Closing by delivery of a promissory note issued by Purchaser, in form attached hereto as Exhibit A (the “Promissory Note”), to each of the "Deposit". The Deposit shall be deposited with Sellers in the Escrow Agentamount designated by the Sellers’ Representative for each Seller. (b) An additional amount up to $15,000,000 (fifteen million dollars), as hereinafter definedless the cash payments payable to Logos under Section 2(b)(ii) of the Logos Purchase Agreement (the “Logos Earn-Out Payments”), to be held subject paid to the Sellers in accordance with Section 4 below. (c) Each Seller hereby consents and agrees that all payments to be made by the Purchaser under Section 3 or 4 hereof or under the Promissory Note shall be made to L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, as Escrow Agent pursuant to the terms and conditions hereinafter set forthof the Escrow & Contribution Agreement by and among S▇▇▇▇ ▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, F▇▇▇ ▇▇▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LTG Promos, Ltd. and L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, dated as of even date herewith, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertygoverned in accordance therewith. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. (a) The total aggregate purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price subject to adjustment pursuant to subparagraph (e) below, shall be paid by Buyer an amount equal to Seller the sum of (i) the Closing Payment (as follows:defined below), (ii) the Pipeline Loan Payment (as defined below) and (iii) the Escrowed Payment (as defined below). (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account portion of the Purchase Price if payable to the Sellers at the Closing is made for shall be $42,673,855, as calculated in Schedule 1.05(b) (the Property."Closing Payment"); and (ii) In the event that value of the Pipeline Loans as of the Closing is extended Date ("Pipeline Loan Valuation Amount") shall be determined and paid as hereinafter provided, then provided in Section 1.05(f) hereto. (c) The portion of the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS Purchase Price payable to First Union National Bank (the "Third DepositEscrow Agent") at the time provided for in Paragraph 3. The Third DepositClosing shall be $1,500,000 (the "Escrowed Payment"). (d) All operating expenses and fees applicable to the Assumed Contracts accrued or prepaid prior to the Closing Date, if including, without limitation, rents, license fees, utility payments, personal property taxes, and when madeany annual operation assessments (e.g., common area maintenance) relating to the Purchased Assets, shall be included within equitably prorated between the definition parties to the extent not otherwise provided for purposes of the September 30 Listing (as defined below). Such payment shall be made by Purchaser to Sellers, or by Sellers to Purchaser, as the case may be, within ninety (90) days following the Closing based on a schedule prepared by Purchaser and Sellers in good faith promptly after the Closing. (e) Within ninety (90) calendar days following the Closing Date, Purchaser shall deliver to Sellers true and complete copies of an acquisition audit of the Purchased Assets and Assumed Obligations as of the Closing Date (the "DepositCarve Out Audit"). The Third Deposit Carve Out Audit shall be deposited prepared by PricewaterhouseCoopers LLP (which preparation shall be paid for by Purchaser), in a form substantially comparable to Exhibit II hereto, which lists, and sets forth values as of September 30, 1998 for, the Purchased Assets and Assumed Obligations (the "September 30 Listing") and is prepared in accordance with generally accepted accounting principles, applied on a consistent basis with prior periods ("GAAP"). The "Adjustment Amount" (which may be a positive or negative number) shall be calculated based on the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, Carve Out Audit and shall be treated as payment on account an amount equal to (a) the amount of any net increase or decrease in the book value of the Purchase Price if Closing is made for the Property. Purchased Assets and Assumed Obligations, minus (b) At the time amount of Closingany increase in the Purchased Assets attributable to the items listed on Schedule 1.05(e) hereto, as hereinafter providedeach for the period between September 30, 1998 and the Closing Date. For purposes of determining the Adjustment Amount, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account September 30, 1998 value of the Purchase Price assets and Liabilities of the Business will be the values set forth in the September 30 Listing, and the Closing Date values of the assets and Liabilities will be the values set forth in the Carve Out Audit. The Adjustment Amount shall be calculated by federal funds Purchaser, and Purchaser shall notify the Sellers of the Adjustment Amount, within 14 calendar days of the delivery of the Carve Out Audit to Purchaser. Subject to the following paragraph, the Sellers shall have a period of 14 calendar days from the date of notification to review the Adjustment Amount as determined by Purchaser. If the Sellers agree with Purchaser as to the Adjustment Amount, then on the Business Day immediately following the end of such 14-calendar day period (i) if the Adjustment Amount is positive, Purchaser shall remit by wire transfer to Seller's account as designated to Buyer in writing; the Sellers (or their successors) the Adjustment Amount, and (ii) if Closing the Adjustment Amount is extended as provided in Paragraph 3negative, at the time option of the Extended Closing DatePurchaser, as provided in Paragraph 3, (A) the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, Sellers shall remit to Purchaser by federal funds wire transfer the Adjustment Amount, or (B) the Purchaser shall be entitled to Seller's account as designated to Buyer in writing.claim against the funds held

Purchase Price. Payment, Use of Proceeds and Retention of --------------------------------------------------------- Purchase Price. The total purchase aggregate issue price which for all the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS Common Shares being sold -------------- shall be U.S.$10,000,000 (the "Purchase Price"). At the Closing, which Schein shall pay the Purchase Price by wire transfer of immediately available funds to an account designated by Cheminor prior to the Closing; provided such account is in the name of Cheminor and located in India. The U.S.$10,000,000 received by Cheminor at the Closing shall be used by Cheminor to pay down certain of its existing debt; provided, however, that nothing in this Section 1.2 shall be construed as restricting Cheminor's ability to further incur any indebtedness or re-borrow any amount so paid by Buyer down at any time after the Closing, and provided -------- further, however, that Cheminor shall retain the Purchase Price in such account ------- ------- and shall not use the proceeds thereof to Seller as follows: (a) (i) The sum pay down certain of FIFTY THOUSAND ($50,000.00) DOLLARS (its existing debt or for any other purpose whatsoever and shall hold such Purchase Price in escrow for reimbursement to Schein in the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period event that Cheminor fails to make any Post- Closing Deliveries (as defined in Paragraph 7Section 6.3) unless this Agreement has to Schein pursuant to Section 6.3 hereof. Following Schein's determination pursuant to Section 6.3 that all the Post-Closing Deliveries have been terminated made prior to such date. The Initial Deposit the Post-Closing Deliveries Deadline (as defined in Section 6.3), then Cheminor shall be hereinafter referred have the right to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of use the Purchase Price if Closing is made for the Propertyto pay down such debt. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept In consideration for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")Assets, which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forthof this Agreement, Buyer shall (i) assume the Assumed Liabilities as provided in Section 2.3; (ii) for itself and on behalf of its Affiliates, waive all accounts payable owed by any Seller as of the commencement of the Case to the Buyer and/or its Affiliates; and (iii) at the Closing shall pay to Sellers in immediately available funds, by wire transfer to an account or accounts designated by Sellers, an amount in cash equal to $40,000,000 plus the Cure Amount Purchase Price Adjustment, if any (the "PURCHASE PRICE"); PROVIDED, HOWEVER, upon the date hereof, Buyer shall tender to Sellers in immediately available funds, by wire transfer to an account or accounts designated by Sellers an ▇▇▇▇▇▇▇ money deposit equal to $1,900,000, which sum combined with the deposit submitted in accordance with the Procedure Order shall be treated referred to collectively as payment the "▇▇▇▇▇▇▇ MONEY DEPOSIT." The ▇▇▇▇▇▇▇ Money Deposit and the principal amount outstanding under the Post-Petition Financing (in full satisfaction thereof) on account of the Closing Date shall be deducted from the total Purchase Price payable at the Closing. Moreover, the Purchase Price if shall be adjusted downward in an amount equal to any unfunded commitment under the Post-Petition Financing. The Purchase Price shall be deemed adjusted upward in an amount equal to the sum released to Sellers from the Cisco General Unsecured Claim Payment Obligation Escrow, which the Buyer agrees shall be maintained until such time as the amount of the Cisco General Unsecured Claim has been fully and finally resolved by a non-appealable decision of a court of competent jurisdiction or by such other means or arrangement as agreed to by the Sellers, the Buyer and Cisco. If Sellers terminate this Agreement pursuant to Section 8.1(b) (provided the Closing is made for the Property. (iihas not occurred due to a breach by Buyer) In the event that Closing is extended as hereinafter providedor Section 8.1(e), then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, Sellers shall be included within entitled to retain the definition of the "Deposit". The Third ▇▇▇▇▇▇▇ Money Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account have no further obligations to Buyer. If Buyer terminates this Agreement pursuant to Section 8.1 hereof, provided that Buyer is not in breach of the Purchase Price this Agreement, or if Closing is made for the Property. Sellers terminate this Agreement pursuant to Section 8.1(a), (b) At (provided the time of Closingfailure to have a Closing on the date specified is not due to a breach by Buyer), as hereinafter provided(c), (h), or (i), then Sellers shall be obligated to return the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer ▇▇▇▇▇▇▇ Money Deposit and all accrued interest thereon to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingBuyer.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")) payable to the Vendor for the Assets shall be equal to $[Redacted], subject to any Post-Closing Adjustments which may become owed to or payable by the Purchaser. (b) The Purchase Price shall be paid by Buyer the Purchaser to Seller the Vendor in accordance with the wire transfer instructions set forth in Schedule "O" as follows: (a) (i) The sum of FIFTY THOUSAND (On the conditions set forth herein, a $50,000.00) DOLLARS [Redacted] deposit has been paid by the Purchaser prior to the date hereof (the "Initial Deposit"), which shall be non-refundable, except as provided for in Article 10. (ii) simultaneously with On the execution and delivery of this Agreement and conditions set forth herein, a $[Redacted] deposit shall be payable to the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS Vendor by the Purchaser on the Execution Date (the "Second Deposit") on or before , and together with the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The ), which shall be paid by wire transfer or certified cheque within 2 Business Days of the Execution Date, and the Deposit shall be deposited with the Escrow Agentnon-refundable, except as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made provided for the Propertyin Article 10. (iiiii) In A deduction for the event that Closing is extended as hereinafter provided, then the further sum holdback amount of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS [Redacted] (the "Third DepositHoldback") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within paid by the definition of Purchaser to Vendor's Counsel, in trust. Subject to Section 11.1(c), the "Deposit". The Third Deposit Holdback shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject released to the terms and conditions hereinafter set forth, and shall be treated as payment on account of Vendor 90 days after the Purchase Price if Closing is made for the PropertyDate. (biv) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account The balance of the Purchase Price, namely $[Redacted] shall be payable to the Vendor by federal funds the Purchaser upon Closing, which shall be paid by wire transfer transfer. (c) The Purchase Price shall be allocated among the Assets as agreed to Seller's account by the Parties, acting reasonably, in substantially the same manner as designated set out in Schedule "N" and the Vendor and the Purchaser shall cooperate in the preparation of and execute any elections and agreements as contemplated hereunder to Buyer in writinggive effect to such allocations.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) shall be the sum of Ninety Two Million Dollars ($92,000,000) and will be paid by Buyer Macerich to Seller as follows:Stonewood on the Closing Date (hereinafter defined), net of all prorations, adjustments and closing costs and less the Holdback Amount (hereinafter defined), by wire transfer of immediately available funds. (a) (ib) The sum of FIFTY THOUSAND parties agree that Macerich shall, on the Closing Date, holdback that amount set forth on Exhibit V attached hereto ($50,000.00) DOLLARS (the "Initial DepositHoldback Amount") simultaneously with from the execution Purchase Price until the date which is eighteen (18) months after the Closing Date and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND thereafter so long as Macerich has a claim outstanding under Section 17 hereof ($150,000.00) DOLLARS (the "Second DepositHoldback Period") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date). The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit Holdback Amount shall be deposited with the Escrow Agent, as hereinafter definedby Macerich in non-commingled account(s), to be held subject in interest bearing obligations of the United States Government, in institutional savings accounts, or in such other investments as Stonewood and Macerich may mutually agree. All interest or other investment income accrued on the Holdback Amount shall become part of the Holdback Amount and shall be held and applied in accordance with this Section 3. All interest earned on the Holdback Amount shall be charged to the account of Stonewood. (c) Subject to the terms and conditions hereinafter provisions of this Section 3, the parties agree that, in addition to all of Macerich's rights and remedies hereunder, at law and in equity, Macerich shall have the right to pursue (or set forthoff, as the case may be) all obligations of Stonewood under Section 17 hereof against the Holdback Amount (and all interest that has accrued on such Holdback Amount). Stonewood agrees, on behalf of itself and each of its partners, that Macerich shall be treated have the right of set off as payment on account of the Purchase Price if Closing is made for the Propertydescribed above. (iid) In the event that Closing Macerich asserts that Stonewood has an indemnification obligation to Macerich pursuant to Section 17 hereof, Macerich shall deliver written notice ("Indemnification Notice") to Stonewood describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. Unless, within ten (10) days after its receipt of an Indemnification Notice, Stonewood delivers written notice to Macerich indicating that Stonewood disputes the circumstances giving rise to, or disputes the amount of such claimed indemnification obligation, such matter shall be deemed approved and liquidated in the amount set forth in the Indemnification Notice (and Macerich shall have the right to set off against the Holdback Amount for such amount set forth in the Indemnification Notice). A claim shall be deemed to be approved and liquidated at the first to occur of: (i) the date Stonewood has agreed to the claim and the amount thereof, (ii) the date Stonewood is extended deemed to have approved a claim and the amount thereof, or (iii) the date such claim (and the amount thereof) is determined to be owing to Macerich pursuant to binding arbitration conducted pursuant to Section 3(f) hereof. (e) In the event Stonewood disputes any matter set forth in an Indemnification Notice, it shall have the right to submit such matter to binding arbitration pursuant to Section 3(f) hereof by sending written notice to Macerich requesting such arbitration within ten (10) days of receipt of an Indemnification Notice. (f) If Stonewood timely requests binding arbitration pursuant to Section 3(e) hereof, then Macerich's right to set off 3 pursuant to this Section 3 alone shall be submitted to final and binding arbitration. Except as hereinafter otherwise provided, such arbitration shall be conducted in Los Angeles, California, before a single arbitrator selected as follows: If within ten (10) days after receipt of written notice of Stonewood to Macerich requesting arbitration, which notice shall specify the name and address of the person designated to select the arbitrator on Stonewood's behalf, Macerich fails to notify Stonewood of the name and address of the person designed to select the arbitrator on Macerich's behalf, then the further sum person designated by Stonewood shall, acting alone, select the arbitrator from the list hereinafter described. If both Macerich and Stonewood designate a person as aforesaid, such persons shall, within ten (10) days after receipt by Stonewood of ONE HUNDRED THOUSAND Macerich's designation, select a sole arbitrator from the list of names provided by the Los Angeles office of the American Arbitration Association. The list from which the arbitrator shall be chosen shall be composed of disinterested individuals who are members or associate members ($100,000.00or lawyers regularly retained by any of them) DOLLARS of the International Council of Shopping Centers and attorneys-at- law admitted to practice in California. If the persons so designated to select the arbitrator cannot agree between themselves with said ten (10) day period, then either party, on behalf of both and on notice to the "Third Deposit"other, may request selection of the arbitrator from the aforementioned list by the State Director for Southern California of the International Council of Shopping Centers, who shall make the selection within fifteen (15) days thereafter. If the selection cannot be made from such list for any reason, then selection shall be made as otherwise aforesaid from a list of arbitrators supplied by the American Arbitration Association who are disinterested California attorneys who have been actively engaged for ten (10) years with real property law and shopping centers. The arbitration shall be conducted to the extent consistent with this Section 3 in accordance with the then prevailing rules of the American Arbitration Association governing Commercial Arbitration. If a party after being duly notified fails to appear at or participate in arbitration proceedings, or fails to produce evidence demanded by the arbitrator, the arbitrator is authorized to make his award based on the evidence produced at the time provided for in Paragraph 3hearings by the party who does participate. The Third Depositarbitrator is authorized to apportion the costs of arbitration and to award an amount to compensate the prevailing party for the time, if expense and when madetrouble of arbitration, including attorneys' fees. The arbitrator shall receive a reasonable fee in accordance with his normal hourly billing rate. In rendering his decision and award, the arbitrator shall have no power to modify any of the provisions of this Agreement, which provisions shall be included within the definition construed in strict conformity with California law. The decision of the "Deposit". The Third Deposit arbitrator shall be deposited rendered within thirty (30) days after his selection and 4 shall be final and binding upon the parties hereto. Judgment upon the decision and award may be entered and enforced in accordance with California law by any court of competent jurisdiction. (g) Upon the Escrow Agentexpiration of the Holdback Period, as hereinafter definedMacerich shall pay to Stonewood, to be held subject in immediately available funds, the Holdback Amount, plus all interest accrued thereon, but less (i) any claim that has been liquidated and then duly set off against pursuant to the terms and conditions hereinafter set forthprovisions hereof, (ii) any amounts that are then the subject of an arbitration proceeding under Section 3(f), and (iii) such portion of the Holdback Amount as Macerich reasonably anticipates is necessary to cover any other claims made during the Holdback Period which have not yet been liquidated. (h) Stonewood shall have the right to assign all or any portion of Stonewood's rights to the Holdback Amount (and all interest accrued thereon) to Wells Fargo Bank, ▇.▇. ("Wells") on the f▇▇▇▇▇ing terms and conditions: (i) Such assignment shall be an assignment of Stonewood's economic interests in the Holdback Amount only and Wells shall not h▇▇▇ ▇ny rights under, or be deemed a party to, this Agreement; and (ii) Stonewood shall promptly send to Macerich a copy of the written instrument effecting such assignment ("Wells Assignment"); ▇▇d (iii) Upon receipt of the Wells Assignment, ▇▇▇erich shall be entitled to rely on any written instructions received from Wells regarding p▇▇▇▇▇t of the Holdback Amount, irrespective of any conflicting instructions received from Stonewood, and shall not be treated as payment on account required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of the Purchase Price if Closing is made for the PropertyWells Assignment. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total (a) Subject to the adjustments provided for in Section 3.1(b) hereof, the purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) for the Acquired Assets and the Business shall be paid by Buyer to Seller as followsthe total amount of the following: (a) (i) The sum An amount of FIFTY THOUSAND ($50,000.00) DOLLARS Stephan unregistered and ▇▇▇▇▇▇▇ted shares of common stock (the "Initial DepositStephen Common Stock") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period ha▇▇▇▇ ▇▇ aggregate Fair Market Value (as defined in Paragraph 7below) unless this Agreement has been terminated prior equal to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.$3,715,405.00; plus (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if assumption and when made, shall be included within the definition immediate payment of the "Deposit". Fleet Capital Indebtedness; plus (iii) The Third Deposit shall be deposited with the Escrow Agent, assumption of Assumed Liabilities as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated finally determined as payment on account of the Purchase Price if Closing is made for the PropertyDate. (b) At The Purchase Price hereunder shall be adjusted downward on a dollar for dollar basis to the time extent that, on or as of Closingthe Closing Date, the book value of the Acquired Assets minus (A) the amount of the Fleet Capital Indebtedness and (B) the amount of Assumed Liabilities, all of which shall be determined in accordance with generally accepted accounting principles ("GAAP"), as hereinafter providedfinally determined as of the Closing Date, the further sum of TEN MILLION THREE HUNDRED THOUSAND is less than $1,234,405.00 ($10,300,000.00) DOLLARS on account "Purchase Price Adjustment"). The determination of the Purchase Price Adjustment shall be made in accordance with the provisions of Sections 3.1(c) and 3.1(d) hereof. (c) For purposes of determining the Purchase Price Adjustment, if any, required under Section 3. l (b) hereof, Seller shall prepare a balance sheet as of the Closing Date reflecting the book value of the Acquired Assets and the amount of the Fleet Capital Indebtedness together with the amount of Assumed Liabilities ("Closing Balance Sheet"). Seller shall prepare the Closing Balance Sheet in accordance with GAAP consistently applied. The Inventories shall be reflected on the Closing Balance Sheet based on Sellers perpetual inventory records as of the Closing Date. On December 31, 1997 a joint physical count of the Inventories was taken by federal funds wire transfer Buyer and Seller (or by their representatives), and within thirty (30) days after the Closing, Seller shall provide Buyer with a reconciliation of the Inventories as counted on December 31, 1997 to the value of Inventories as reflected on Seller's account perpetual inventory records as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date. For purposes of the Closing, the value of Inventories shall be determined in accordance with Section 3.4(c) of this Agreement. On or before ninety (90) days after the Closing Date, Buyer shall provide Seller with any necessary adjustments required to be made to the Closing Balance Sheet to accurately reflect the book value of the Acquired Assets and the amount of the Fleet Capital Indebtedness together with the amount of Assumed Liabilities as of the Closing Date (the "Post Closing Balance Sheet"). The Post Closing Balance Sheet shall be prepared by Buyer in accordance with GAAP consistently applied. If it is determined by the Post Closing Balance Sheet as of the Closing Date that the excess of the book value of the Acquired Assets minus (A) the amount of the Fleet Capital Indebtedness and (B) the amount of the Assumed Liabilities is less than $1,234,405.00, then the Purchase Price shall be reduced, on a dollar for dollar basis, in accordance with the terms and provisions of the Escrow Agreement to be entered into by and among the parties to this Agreement, attached hereto as Exhibit A. (d) The Closing Balance Sheet shall be provided in Paragraph 3writing by Seller to Buyer at the Closing and the Post Closing Balance Sheet shall be provided in writing to Seller by Buyer within ninety (90) days after the Closing Date. Seller shall have the right to challenge within thirty (30) days after receipt of the Post Closing Balance Sheet, Buyer's determination of the further sum Post Closing Balance Sheet. If either party challenges any of TEN MILLION TWO HUNDRED THOUSAND these amounts, then such other party shall provide the challenging party, in writing, with its determination of these amounts. Seller and Buyer shall attempt, in good faith, to resolve any differences. If Seller and Buyer are unable to resolve said differences within thirty ($10,200,000.0030) DOLLARS on account days of receipt of the other's determination of these amounts, any unagreed differences between Buyer and Seller's determination of these amounts shall be resolved by an arbitrator designated by the American Arbitration Association in Miami, Florida, with the cost of such arbitration to be equally borne by Buyer and Seller. If, after a final determination of the amounts, there is a Purchase Price Adjustment hereunder, there shall be released to Buyer from the Stephan Common Stock held ▇▇ ▇▇▇row pursuant to the Escrow Agreement an amount of Stephan Common Stock, as ▇▇▇▇▇▇▇ned under the Escrow Agreement, to satisfy this Purchase Price Adjustment. If there is an insufficient amount of Stephan Common Stock held ▇▇ ▇▇▇row pursuant to the Escrow Agreement to satisfy this Purchase Price Adjustment, then an additional amount of Stephan Common Stock requ▇▇▇▇ ▇▇ satisfy this Purchase Price Adjustment shall be paid from Seller to Buyer, in accordance with the provisions of Section 11.2(g) of this Agreement. Buyer agrees to issue additional shares of Stephan Common Stock to t▇▇ ▇▇▇▇er if the final determination of the Purchase Price, Price Adjustment based on the Post Closing Balance Sheet is less than the Purchase Price Adjustment made at Closing based on the Closing Balance Sheet. In such event thirty percent (30%) of such additional shares of Stephan Common Stock shal▇ ▇▇ ▇▇posited with the Escrow Agent named in the Escrow Agreement. The issuance of such additional shares shall be based on the value as determined in accordance with Section 3.2(a)(i) of this Agreement and such shares shall be issued by federal funds wire transfer to Seller's account as designated to Buyer in writingwithin fifteen (15) days of such final determination of the Post Closing Balance Sheet.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for of the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Thirty Six Million Two Hundred Fifty Thousand and No/100 Dollars ($10,500,000.0036,250,000.00) DOLLARS (the "“Purchase Price"”), which . (b) The Purchase Price shall be paid by Buyer to Seller as follows: (a1) Within five (5) business days after delivery to Buyer of the necessary approvals required by Section 9.23, Buyer shall deliver to Seller cash or other immediately available funds in the amount of Four Million and No/100 Dollars ($4,000,000.00) (ithe “Deposit”). Upon delivery the Deposit shall be fully earned by Seller and shall be nonrefundable (except in the event of Seller’s willful refusal to close after Buyer’s full performance hereunder or as otherwise expressly provided in this Agreement) and shall not be subject to any Buyer closing condition. The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration full amount of the Feasibility Period or Deposit paid to the Extended Feasibility Period Seller shall be credited against the Purchase Price at the Closing (as defined in Paragraph 7Section 1.2(b)(2) unless this Agreement has been terminated prior to such datebelow). IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S WILLFUL FAILURE TO CONVEY THE PROPERTY TO SELLER, THEN BUYER MAY ELECT, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, EITHER TO: (1) TERMINATE THIS AGREEMENT AND, WHERE EXPRESSLY PROVIDED HEREUNDER, RECEIVE A REFUND OF THE DEPOSIT IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3 AND 9.9 BELOW, OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY OTHER DEFAULT BY SELLER THEN BUYER MAY, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT. BUYER SHALL NOT HAVE ANY OTHER RIGHTS OR REMEDIES HEREUNDER AS A RESULT OF ANY DEFAULT BY SELLER PRIOR TO CLOSING, AND BUYER HEREBY WAIVES ANY OTHER SUCH REMEDY AS A RESULT OF A DEFAULT HEREUNDER BY SELLER. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) DAYS AFTER NOTICE FROM SELLER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY IN CONNECTION WITH SUCH DEFAULT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT PRIOR TO CLOSING, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES INITIALS: SELLER BUYER (2) The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account balance of the Purchase Price if Closing is made for (plus or minus the Property. (iiprorations pursuant to Section 8.5 hereof) In shall be paid to Seller in cash or by wire transfer of other immediately available funds at the event that Closing is extended as hereinafter provided, then consummation of the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS purchase and sale contemplated hereunder (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property“Closing”). (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. (a) The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price")) for the Property, subject to adjustments and allocation as provided in this Agreement, shall be Fifty Two Million Dollars ($52,000,000) and shall be paid as follows: (i) One Hundred Thousand Dollars ($100,000) (such sum, plus all interest which Purchase Price accrues thereon, being herein called "the Deposit") shall be paid by Buyer to Commonwealth Land Title Insurance Company ("Title Company") on or prior to the third business day to occur after the date on which the Inspection Period (as defined below) ends. The Deposit shall be held by the Title Company in one or more federally-insured money market accounts acceptable to both Seller and Buyer, or in short-term United States Government obligations having a maturity date which is not later than the Closing Date (as defined below). (ii) The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available funds to the account or accounts designated by Seller. (b) The Purchase Price shall be allocated among each respective Property as set forth on Schedule 1 hereto (each of the allocated amounts set forth on Schedule 1 being herein called an "Allocation Amount"). Provided, however, Seller retains the right to change allocations (in reasonable amounts) by giving written notice of such change to Buyer at least ten (10) days prior to the Closing Date. (c) Seller shall have the option (the "UNIT OPTION"), exercisable upon written notice to Buyer (the "UNIT NOTICE") at least 15 days prior to the expiration of the Inspection Period, to elect to receive units of limited partnership interest in Buyer (the "OP UNITS") at the Closing in lieu of cash with respect to the Allocation Amount for the Whitehorse Road Industrial Park Property ("Cash Amount") as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (On the "Initial Deposit") simultaneously Closing Date, Seller and each person receiving OP Units shall execute an OP Unit Recipient Agreement in form and substance reasonably satisfactory to Buyer and consistent with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined previous OP Unit Recipient Agreements executed by Buyer in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited connection with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertycontribution agreements. (ii) In At the event Closing, Seller shall receive that Closing is extended number of OP Units equal to the Cash Amount divided by the Average Price (as hereinafter provideddefined below). (iii) For the purposes of this Section 2(c), then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, Average Price" shall be included within equal to the definition arithmetic average of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, Closing Price" (as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment defined below) on account each of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.the

Purchase Price. The total Subject to the terms and conditions of this Agreement, the aggregate purchase price which the Buyer agrees to pay be paid by Purchaser to the Seller and which the Seller agrees to accept for the Property is purchase of the sum of TEN MILLION FIVE HUNDRED THOUSAND Assets shall be One Hundred Million Three Hundred Thousand Dollars ($10,500,000.00100,300,000) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: plus or minus (a) the amount of Net Working Capital (as defined below) on the Closing Date, minus (b) the amount of Seller's capital lease obligations with respect to the Hospitals on the Closing Date, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement (the "Assumed Capital Lease Obligations"), minus (c) the product of the Usage Percentage and the Sick Pay Amount on the Closing Date (the sum of (a), (b) and (c) being referred to for purposes of this Agreement as the "Cash Purchase Price"). The payment of the Cash Purchase Price at Closing shall be governed by Section 1.7. For purposes of this Agreement, "Net Working Capital," as of any date, shall be defined as an amount equal to the difference between the (i) The sum current assets of FIFTY THOUSAND Seller with respect to the operation of the Hospitals, which for purposes of this calculation shall include only ($50,000.00A) DOLLARS the value of the Prepaids, (B) the "Initial Deposit"value of the Inventory and (C) simultaneously other current assets associated with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Hospitals to the terms extent they have value and conditions hereinafter set forthare reflected on the Financial Statements, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event current liabilities of Seller which are payable to third parties with respect to the operation of the Hospitals, which for purposes of this calculation shall only include (A) Accounts Payable (excluding credit balances of patient accounts receivable to the extent included therein), but only to the extent it is anticipated that Closing is extended as hereinafter provided, then Purchaser will be required to fund the further sum payment of ONE HUNDRED THOUSAND such Accounts Payable after the Effective Time ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Depositexample, if and when madeSeller has keyed in, shall or expects to key in as of the Closing, certain portions of the Accounts Payable for payment by Seller after the Closing, such portion of the Accounts Payable would not be included within in the definition calculation of the "Deposit". The Third Deposit shall be deposited with the Escrow AgentNet Working Capital), as hereinafter defined(B) Accrued Expenses, to be held subject to the terms and conditions hereinafter set forth(C) Accrued Payroll, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (bD) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.Accrued Paid Time Off and

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) The purchase price for the Purchased Assets (i“Purchase Price”) The sum of FIFTY THOUSAND shall be Forty Nine Million Twenty-Six Thousand Dollars ($50,000.0049,026,000) DOLLARS (minus an amount equal to the "Initial Deposit"Assumed Operating Liabilities, as determined in accordance with Sections 2.2(b), 2.2(c) simultaneously with and 2.2(d). For purposes of determining the execution and delivery Purchase Price, the amount used for Assumed Operating Liabilities shall be the amount of this Agreement and such liabilities that is reflected on the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration balance sheet of the Feasibility Period or the Extended Feasibility Period (Business as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited Closing Date, determined in accordance with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyGAAP consistently applied. (b) At For purposes of consummating the time of Closing, Seller has delivered to Purchaser prior to Closing a statement certified by its chief financial officer setting forth an estimate of the Assumed Operating Liabilities expected to be reflected on the Closing Date Statement, a copy of which is attached hereto as Schedule 2.2(b) (the “Estimated AOL Statement”). The parties shall use the amount of Assumed Operating Liabilities set forth on the Estimated AOL Statement to calculate a Purchase Price for purposes of Closing which shall be subject to adjustment as herein provided (the “Preliminary Purchase Price”). As of the Closing Date, Seller shall perform a full closing of its books to derive a balance sheet for the Business and a calculation of Assumed Operating Liabilities reflected in such balance sheet in a form consistent with the form of the Estimated AOL Statement (“Closing Date Statement”). The Closing Date Statement shall include a proposed calculation of the Closing Adjustment (as hereinafter defined), if any, and a statement certified by the chief financial officer of ▇▇▇▇▇▇▇ to the effect that all adjustments provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account or of the type provided, for in the audit of the Seller as of December 31, 2000 have been appropriately reflected in the Closing Date Statement, if applicable. No later than thirty (30) days after Closing, Seller shall deliver to Purchaser its proposed final Closing Date Statement. The amount of Assumed Operating Liabilities shown on such Closing Date Statement, subject to final determination pursuant to this Section 2.2, shall be the “Closing Date Assumed Operating Liabilities.” To the extent the amount of the Closing Date Assumed Operating Liabilities is greater or less than estimate of the Assumed Operating Liabilities set forth on the Estimated AOL Statement, such difference will result in a dollar for dollar decrease or increase, respectively, in the Preliminary Purchase Price (the “Closing Adjustment”). In the case of an increase in the Preliminary Purchase Price then the Closing Adjustment will be paid in cash by federal funds the Purchaser to Seller. In the case of a decrease in the Preliminary Purchase Price then the Closing Adjustment will be paid by Seller to the Purchaser. The payment of the Closing Adjustment shall be made by wire transfer to Seller's account as designated to Buyer in writing; within ten (10) days from the date on which the parties reach agreement on the Closing Adjustment or if Closing it is extended finally determined as provided in Paragraph 3, at Sections 2.2(c) and (d). (c) Seller shall make available to Purchaser and Deloitte & Touche LLP such books and records relating to the time Closing Date Statement as Purchaser may request. If Purchaser disagrees with Seller’s determination of the Extended proposed Closing DateAdjustment, Purchaser shall so notify Seller in writing within seventy-five (75) days after Purchaser’s acknowledgment of receipt of the Closing Date Statement, specifying in detail the basis of such disagreement; provided, however, that if Purchaser fails to notify Seller of any disagreement within such 75-day period, then the determination of the Closing Date Assumed Operating Liabilities and the Closing Adjustment as reflected in the Closing Date Statement shall be final, conclusive and binding upon the Parties. (d) Seller and Purchaser shall negotiate in good faith to resolve any disagreement related to the Closing Adjustment. If any such disagreement cannot be resolved by the parties within ten days after Purchaser’s receipt of Seller’s notice of disagreement, then the Parties shall jointly engage one of the “big five” accounting firms which has no business dealings with ▇▇▇▇▇▇▇ or WGT (the “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all points of disagreement with respect to the Closing Adjustment. All determinations made by the Accounting Firm with respect to the Closing Adjustment shall be final, conclusive and binding on the Parties hereto. Each Party shall be responsible for its own fees and expenses, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account well as one-half of the Purchase Pricefees and expenses of the Accounting Firm, by federal funds wire transfer to Seller's account as designated to Buyer incurred in writingconnection with the resolution of the dispute.

Purchase Price. The total Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the purchase price which (the Buyer agrees “Purchase Price”) to pay be paid by Purchaser to the Seller and which the Seller agrees to accept for the Property is shall be the sum of TEN EIGHT MILLION THREE HUNDRED TWENTY FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($10,500,000.00) 8,325,000.00 U.S.), if Closing occurs on or before December 31, 2006, and if Closing occurs on or after January 1, 2007, shall be the sum of EIGHT MILLION SIX HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($8,625,000.00 U.S.). Notwithstanding the "Purchase Price")foregoing, which if Seller fails to perform any of its obligations under this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as expressly provided herein, and such failure of Seller to perform delays the Closing beyond December 31, 2006, then the dates of December 31, 2006, and January 1, 2007, set forth above in this Section 2.4 shall be extended by one day for each day that such failure of Seller to perform delayed the Closing beyond December 31, 2006. The Purchase Price shall be paid by Buyer Purchaser to Seller at the Closing as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit ▇▇▇▇▇▇▇ Money shall be hereinafter referred paid by Escrow Agent to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") Seller at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.Closing; and (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account balance of the Purchase Price, after applying, as partial payment of the Purchase Price the ▇▇▇▇▇▇▇ Money paid by federal funds wire transfer Escrow Agent to Seller's , and subject to prorations and other adjustments specified in this Agreement, shall be paid by Purchaser in immediately available funds to the Title Company, for further delivery to an account as or accounts designated by Seller. If the Closing occurs, but the amount due from Purchaser pursuant to Buyer this Agreement is not received by Seller on or before the later of 3:00 p.m. Eastern Standard Time or in writingsufficient time for reinvestment on the Closing Date, Purchaser shall reimburse Seller for loss of interest due to the inability to reinvest Seller’s funds on the Closing Date, calculated at the rate of eight percent (8%) per annum (calculated on a per diem basis, using a 365-day year). The provisions of the preceding sentence of this Section 2.4(b) shall survive the Closing.

Purchase Price. The total purchase price which (hereinafter referred to as the Buyer agrees “Purchase Price”) for the Property shall be Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00). Subject to all prorations and adjustments provided herein, the Purchase Price shall be paid as follows: A. Within three (3) business days after the full execution of this Agreement, Purchaser shall pay to First American Title Insurance Company (the “Escrow Agent”) One Hundred Thousand and No/100 Dollars ($100,000.00) by wire-transfer, such amount to be deposited in an interest-bearing account (such $100,000.00, together with all interest earned thereon, is hereinafter referred to as the “Initial Deposit”). Subject to satisfaction of the condition precedent set forth in Section IX A below, within three (3) business days after Purchaser sends the Notice to Proceed, Purchaser shall pay to the Seller Escrow Agent an additional One Hundred Thousand and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND No/100 Dollars ($10,500,000.00100,000.00) DOLLARS by wire-transfer, such amount to be deposited in the same interest-bearing account as was deposited the Initial Deposit (such $100,000.00, together with all interest earned thereon, is hereinafter referred to as the "“Subsequent Deposit”). The Initial Deposit and the Subsequent Deposit are hereinafter collectively referred to as the “Deposit”). The Deposit shall be applied toward the Purchase Price due at Closing (hereinafter defined) or otherwise shall be applied as elsewhere provided in this Agreement. B. At the Closing, Escrow Agent shall pay the Deposit to Seller as a part of the Purchase Price"), which and the balance of the Purchase Price shall be paid by Buyer Purchaser to Seller by wire-transfer of funds immediately available to Seller. (i) The Escrow Agent joins in the execution of this Agreement solely for the purpose of acknowledging and agreeing to the provisions of this Section II C. (ii) The duties of the Escrow Agent shall be as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (During the "Initial Deposit") simultaneously with the execution and delivery term of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second DepositAgreement, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to Agent shall hold and disburse the Deposit in accordance with the terms and conditions hereinafter set forth, and shall be treated as payment on account provisions of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertythis Agreement. (b) At The Escrow Agent shall pay the Deposit in accordance with the joint written instructions of the Seller and Purchaser in any of the following events: if this Agreement shall be terminated by the mutual written agreement of Seller and Purchaser, or if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between Seller and Purchaser concerning to whom the Deposit should be paid. In the event that such written instructions shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent has served a written request for instructions upon Seller and Purchaser, then the Escrow Agent shall have the right to pay the Deposit into any court of Closingcompetent jurisdiction and interplead Seller and Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. (c) Subject to Section II C (ii) (k) hereof, if costs or expenses are incurred by the Escrow Agent in its capacity as hereinafter providedEscrow Agent because of litigation or a dispute between the Seller and Purchaser arising out of the holding of the Deposit in escrow, Seller and Purchaser shall each pay the Escrow Agent one-half of such reasonable costs and expenses. Except for such costs or expenses, no fee or charge shall be due or payable to the Escrow Agent for its services as escrow holder only. (d) By joining herein, the further sum Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account this Agreement and expressly does not undertake to perform any of the Purchase Price other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder. (e) Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for negligence or willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; and that in the event of any dispute under this Agreement, the Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken by federal it in good faith in accordance with the opinion of its counsel. (f) All investments by Escrow Agent will be made in the regular course of business. To be entitled to same day investment (assuming good funds wire transfer are provided), the Deposit must be received by noon; otherwise, such funds will be deposited on the next business day. All investments shall be subject to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3the rules, at the time regulations, policies and procedures of the Extended Closing Datebank depository in which such monies are deposited. (g) Purchaser hereby certifies to Escrow Agent that Purchaser’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇. (h) The Deposit may be processed for collection in the normal course of business by Escrow Agent, which may commingle funds received by it with escrow funds of others in its regular escrow account at a bank of Escrow Agent’s choosing (the “Depository”). Escrow Agent shall not be accountable for any incidental benefit which may be attributable to the funds so deposited. Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository. (i) Escrow Agent shall not be liable for loss or damage resulting from: (i) any good faith act or forbearance of Escrow Agent; (ii) any default, error, action or omission of any party, other than Escrow Agent; (iii) any defect in the title to any property unless such loss is covered under a policy of title insurance issued by the Escrow Agent; (iv) the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent; (v) the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing; (vi) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; (vii) Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial or administrative proceedings; or (viii) any loss or damage which arises after the Deposit has been disbursed in accordance with the terms of this Agreement. (j) Escrow Agent shall be fully indemnified by the parties hereto for all of its expenses, costs, and reasonable attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file to resolve any dispute as provided to the Deposit, or which may be filed against the Escrow Agent. (k) If Escrow Agent is made a party to any judicial, non-judicial or administrative action, hearing or process based on acts of any of the other parties hereto and not on the malfeasance and/or negligence of Escrow Agent in Paragraph 3performing its duties hereunder, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of expenses, costs and reasonable attorney’s fees incurred by Escrow Agent in responding to such action, hearing or process shall be paid by, and the Purchase Priceparty/parties whose alleged acts are a basis for such proceedings, by federal funds wire transfer to Seller's account as designated to Buyer in writingshall indemnify, save and hold Escrow Agent harmless from said expenses, costs and fees so incurred.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) As a material inducement to Seller to sell, assign, transfer, convey and deliver the Purchased Assets to Buyer, Buyer (i) The sum of FIFTY THOUSAND shall pay the Purchase Price ($50,000.00as defined below) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of perform its obligations under this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (ii) In shall enter into, and pay the event that Closing is extended as hereinafter providedamounts and grant to Seller or the applicable Seller Affiliate the rights set forth in, then each of the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS Production Services and Funding Agreement and the Distribution License Agreement. The purchase price (the "Third Deposit"“Purchase Price”) at for the time provided for in Paragraph 3. The Third Deposit, if purchase and when made, sale of the Purchased Assets as contemplated by Article II shall be included within an amount equal to: (A) the definition amount of the "Deposit". The Third Deposit shall be deposited TCI Bridge Loan Debt, plus (B) the difference resulting from the amount of the TCI Initial Debt less the CAS Non-Profit Interests Balance (the “TCI Initial Debt Balance” and, together with the Escrow Agentamount of the TCI Bridge Loan Debt, as hereinafter definedthe “Initial Purchase Price”), plus (C) the Milestone Payments, to the extent earned pursuant to Section 2.06 and as may be held subject adjusted pursuant to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertySection 2.06(d). (b) At No portion of the time Initial Purchase Price shall be payable in cash. Rather, at Closing: (i) the TCI Bridge Note shall be cancelled in full and the indebtedness represented thereby deemed extinguished, thereby satisfying the portion of the Initial Purchase Price in the amount of the TCI Bridge Loan Debt; and (ii) that portion of the TCI Initial Debt represented by the TCI Initial Debt Balance shall be cancelled and the TCI Initial Debt represented thereby deemed extinguished, thereby satisfying the portion of the Initial Purchase Price in the amount of the TCI Initial Debt Balance. (c) Further, at Closing, the remaining portion of the TCI Initial Debt, in the amount of the CAS Non-Profit Interests Balance, shall be cancelled and the remaining TCI Initial Debt represented thereby deemed extinguished, thereby satisfying Buyer’s obligation to deliver the CAS Non-Profit Interest Balance pursuant to the Funding Agreement, as hereinafter providedmodified by the Mutual Consent Under Funding Agreement. (d) For the avoidance of doubt, at Closing, automatically and without any further action of the parties hereto, (i) Seller shall be deemed to have satisfied the payment of and shall be forever discharged from its obligation to pay the TCI Initial Debt pursuant to the TCI Initial Loan, and (ii) Buyer shall be deemed to have satisfied the payment of and shall be forever discharged from its obligation to pay the CAS Non-Profit Interests Balance pursuant to the Funding Agreement, as modified by the Mutual Consent Under Funding Agreement. (e) After Closing, the further sum of TEN MILLION THREE HUNDRED THOUSAND Milestone Payments, if any, shall be paid in accordance with Section 2.06. ($10,300,000.00f) DOLLARS on account of Buyer and Seller shall review in good faith the Purchase Price by federal funds wire transfer and other terms and implementation details of this Agreement with the objectives of ensuring that such terms and structure (A) avoid excise taxes to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time TCI on excess benefit transactions under Section 4958 of the Extended Closing DateCode and the regulations thereunder, (B) avoid providing an impermissible “private benefit” or “private inurement” to TCI by CAS as provided in Paragraph 3an organization exempt from federal income tax under Section 501(c)(3) of the Code, and (C) to the extent reasonably possible, comply, with an arm’s-length standard principles under Section 482 of the Code and the regulations thereunder (collectively, the “Tax Objectives”). If mutually agreed, CAS and TCI or their representatives shall, individually, and if appropriate jointly, engage, or continue their engagements with, qualified independent third-party experts to assist in such review. CAS and TCI shall cooperate in good faith in providing all necessary information and documentation to facilitate such review and work in good faith to agree to any modifications to the Transaction Agreements to achieve the Tax Objectives. The Parties may in their mutual good faith discretion agree to further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of adjustments, refinements and changes to the Purchase PricePrice and other terms of this Agreement based upon third party fair market value appraisals, by federal funds wire transfer to Seller's account as designated to Buyer in writingprovided that such adjustments shall be made no later than December 31, 2024.

Purchase Price. A. The total purchase price which (the Buyer agrees to pay to the Seller and which the Seller agrees to accept “Purchase Price”) for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Company Shares shall be Eleven Million Four Hundred Sixty Five Thousand Nine Hundred Eighty ($10,500,000.0011,465,980) DOLLARS shares (the "Purchase Price"“Buyer Shares”) of Buyer’s authorized but previously unissued common stock, par value $0.0001 per share (the “Buyer Common Stock”), which upon issuance at. Closing shall represent [49.8%] of all issued and outstanding shares of Buyer Common Stock. The Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution at Closing, by issuance and delivery of this Agreement the Buyer Shares to Seller, free and clear of all liens, claims, and encumbrances of every kind and nature (other than as imposed by securities laws) against delivery by Seller of stock powers representing the further sum transfer of ONE HUNDRED FIFTY THOUSAND Company Shares to Buyer, duly endorsed. Buyer believes the number of shares of all issued and outstanding shares of Buyer Common Stock as of the above stated date is Eleven Million Five Hundred Fifty Eight Thousand Seventy Seven ($150,000.0011,558,077) DOLLARS shares. Should the actual number of shares differ from the number stated herein, the number of shares issued to Seller shall be adjusted either way accordingly to reflect the correct number of shares so that the Seller receives [49.8%] of all issued and outstanding shares. B. The Seller acknowledges that Buyer is issuing the Buyer Shares in a transaction not registered under the Securities Act of 1933, as amended (the "Second Deposit") “Securities Act”). Seller further understands that, in addition to any other legends required by applicable state securities laws, a legend will be placed on any certificate or before certificates representing the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Buyer Shares substantially to the terms and conditions hereinafter set forthfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyAS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR USN CORPORATION (THE “COMPANY”) SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. The total purchase price which the Subject to such adjustments as may be provided for herein, Buyer agrees to shall pay to Seller, at the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Closing, Eight Million Dollars ($10,500,000.008,000,000) DOLLARS (the "Purchase Price")) for all of Seller's right, which title and interest in and to the Acquired Assets. The Purchase Price is allocated among the Acquired Assets as provided on Schedule 4. The Purchase Price shall be paid by Buyer in the following manner: (a) Buyer agrees to pay the sum of One Million Dollars ($1,000,000) (the "Down Payment") to Seller on the Closing Date. The payment shall be made by wire to Seller's account. Wiring instructions shall be provided by Seller to Buyer not less than 24 hours prior to the Closing. (b) Buyer agrees to pay the sum of Seven Million Dollars ($7,000,000), as adjusted in accordance with Sections 5(e) and 5(f), below, (the "Deferred Purchase Price") to Seller, or order, together with interest thereon, as follows: (a1) Interest shall accrue on the unpaid balance of the Deferred Purchase Price from the Effective Date until the Deferred Purchase Price is paid in full at a rate equal to nine percent (i9%) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS per annum (the "Initial DepositInterest Rate"). Interest shall be paid for the actual number of days elapsed based on a 360-day year. Accrued interest shall be payable on the first business day of each month. (2) simultaneously with If not sooner paid, the execution entire amount of Deferred Purchase Price remaining outstanding shall be due and delivery of this Agreement and payable in full on the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS date (the "Second DepositFinal Payment Date") on that is two (2) years after the Closing Date. The Deferred Purchase Price may be prepaid in whole or before in part at any time and from time to time. No partial prepayment shall affect the expiration obligation of Buyer to make any payment of interest or any portion of the Feasibility Period Deferred Purchase Price on the date due or to pay the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior entire balance of the Deferred Purchase Price on the Final Payment Date. Payments or prepayments with respect to such date. The Initial Deposit the Deferred Purchase Price shall be hereinafter referred applied first to as accrued and unpaid interest and then to the "Deposit" and balance of the Second Deposit, if Deferred Purchase Price. (3) As and when madeBuyer sells any item included in the Acquired Assets, shall be included Buyer shall, within the definition fifteen (15) days of receipt by Buyer of the "Deposit". The Deposit shall be deposited with consideration for such sale, prepay to Seller a portion of the Escrow Agent, as hereinafter defined, Deferred Purchase Price equal to be held subject to 0.875 multiplied by the terms and conditions hereinafter set forth, and shall be treated as payment on account amount of the Purchase Price if Closing is made for allocable to such item according to the Propertyallocation of Purchase Price set forth in Schedule 4. (ii4) In On or before the event that Closing 15th day of each calendar month, Seller shall endeavor to send to Buyer an invoice with a calculation of the interest to be due on the first day of the following month and with wiring instructions for Buyer to make such payment. If Seller has provided wiring instructions for such payment, Buyer shall make each payment of interest and any portion of the Deferred Purchase Price then due in Federal funds to the account identified in Seller's instructions. The failure of Seller to send such invoice or wiring instructions shall not relieve Buyer of its obligation to make the payment when due, and in such case Buyer shall calculate the interest and shall send the required payment in accordance with the wiring instructions last provided by Seller. (5) If any payment of interest or of the Deferred Payment Price is extended as hereinafter providednot paid when due, then such overdue payment thereafter shall bear interest until the further sum of ONE HUNDRED THOUSAND overdue payment is made at an annual default rate equal to the Interest Rate plus five percent ($100,000.005%) DOLLARS (the "Third DepositDefault Rate"). In addition, Buyer shall pay to Seller a late charge equal to five percent (5%) of any amount that is not received within ten (10) days after its due date. Acceptance by Seller of any late payment without interest at the Default Rate or without an accompanying late charge shall not be deemed a waiver of Seller's right to receive interest at the Default Rate or such late charge with respect to such payment or any subsequent payment received more than ten days after its due date. (6) Buyer agrees to pay all expenses, including court costs and reasonable attorneys' fees, incurred in collecting the Deferred Purchase Price and interest thereon, in preserving or disposing of any collateral given as security for the payment of the Deferred Purchase Price or in defending or prosecuting any action relating to the Deferred Purchase Price. (7) Buyer and each guarantor of Buyer's obligations with respect to the Deferred Purchase Price jointly and severally (i) waive presentment, demand, protest and notice of dishonor, (ii) waive, to the extent permitted by law, all exemptions, whether homestead or otherwise, as to the obligation to pay the Deferred Purchase Price, to pay interest thereon and to pay all other sums due under this Agreement or the Collateral Documents with respect to the Deferred Purchase Price or any collateral therefor (collectively, the "Deferred Purchase Obligations"), (iii) waive any right which they may have to require Seller to proceed against any other party or foreclose on any collateral given to secure the payment of the Deferred Purchase Obligations, (iv) agree that, without notice to any party to this Agreement and without affecting any such party's liability, Seller, at any time or times, may grant extensions of the time for any payment under this Agreement, release any such party from its obligation to make payments with respect to the Deferred Purchase Obligations, permit the renewal of the Deferred Purchase Obligations or permit the substitution, exchange or release of any security or collateral for the Deferred Purchase Obligations, (v) waive any right they may have to require reinstatement of the Deferred Purchase Obligations after the occurrence of an Event of Default (as hereinafter defined) and (vi) waive, to the extent permitted by law, any right they may have to a trial by jury in any action or proceeding to enforce or collect the Deferred Purchase Obligations, whether such action or proceeding is instituted by Seller, Buyer or any other party. (8) Nothing contained in this Agreement shall require Buyer to pay interest at a rate exceeding the maximum rate permitted without penalty by applicable law to be charged by Seller. If the amount of interest will exceed the maximum amount permitted without penalty by applicable law to be charged by Seller, the amount of such interest shall be automatically reduced to such maximum permissible amount. (9) Except as provided in Sections 5(e) and 5(f), no post-closing adjustments to the Purchase Price or indemnification obligations of the Parties provided for in Paragraph 3this Agreement shall affect the amount of, or Buyer's obligation to pay, the Deferred Purchase Price. The Third Deposit, if and when made, All of the Deferred Purchase Obligations shall be included within the definition absolute and unconditional and independent of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms any and conditions hereinafter set forth, and shall be treated as payment on account all of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; obligations and liabilities under this Agreement or if Closing is extended as provided in Paragraph 3under any other agreement, at whether arising before, on or after the time of the Extended Closing Date, as provided in Paragraph 3, and Buyer shall have no right of offset or deduction with respect to the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Deferred Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingObligations.

Purchase Price. The total Upon the conditions set forth in Article III hereof and based on the representations, warranties and covenants of the Borrower set forth in the Related Documents and herein, the Lender hereby agrees to purchase from the Authority, and the Borrower hereby agrees to cause the Authority to sell to the Lender, all, but not less than all, of the Bonds at an aggregate purchase price which of the Buyer outstanding principal amount of the Bonds. On the Closing Date, the Borrower shall deliver to the Lender at such place as the parties hereto may mutually agree upon, the documents described in Article III hereof. Upon delivery of such documents, the Lender will pay the full purchase price for the Bonds in immediately available federal funds payable to the Bond Trustee on behalf of the Authority. One fully registered Bond in the aggregate principal amount of the Bond shall be issued to and registered in the name of the Lender. The Bonds are to be dated the date of delivery thereof, and are to mature, be subject to prepayment prior to maturity and bear interest as set forth in the Indenture. The Borrower hereby unconditionally, irrevocably and absolutely agrees to pay make prompt and full payment of all payment obligations owed to the Seller Lender under the Related Documents and which to pay any other Obligations owing to the Seller Lender whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations. The Borrower acknowledges and agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) that (i) The sum the Lender or a Lender Affiliate may have an ownership interest in secondary market securities of FIFTY THOUSAND which the Bonds form the underlying asset, ($50,000.00ii) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms of Section 8.13 hereof, the Lender contemplates that the Bonds will be deposited into, or otherwise transferred to, a Lender Affiliate, (iii) the purchase and conditions hereinafter sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction among the Borrower and the Lender or such Lender Affiliate, (iv) in connection with such transaction, the Lender is acting solely as a principal and not as an agent or a fiduciary of the Borrower, (v) the Lender has not assumed a fiduciary responsibility in favor of the Borrower with respect to the Bonds or the process leading to the purchase of the Bonds by the Lender (whether or not the Lender, or any affiliate of the Lender, has advised or is currently advising the Borrower on other matters) and has no other obligation to the Borrower except the obligations expressly set forthforth in this Agreement, and shall be treated as payment on account (vi) the Borrower has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the purchase of the Purchase Price if Closing is made for the Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject Bonds pursuant to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Propertythis Agreement. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.

Purchase Price. (a) The total purchase price which to be paid by Buyer at the Buyer agrees to pay to the Seller and which the Seller agrees to accept Close of Escrow (as defined in Section 4) for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) is One Million Three Hundred Fifty-One Thousand Seven Hundred Sixty Dollars ($1,351,760) and shall be paid by Buyer to Seller as followsin the following increments at the following times: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period Buyer shall deposit into Escrow (as defined in Paragraph 7Section 4) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to cash in the amount of Fifty Thousand Dollars ($50,000) within two (2) business days after the Opening of Escrow (as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.defined in Section 4); (ii) In the event that Closing is extended as hereinafter providedOn or before May 15, then the further 2000, Buyer shall deposit into Escrow an additional sum of ONE HUNDRED THOUSAND cash in the amount of Fifty Thousand Dollars ($100,000.0050,000), provided that Buyer does not elect to terminate this Agreement; and (iii) DOLLARS (Buyer shall deposit into Escrow the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account balance of the Purchase Price if Closing is made for Price, as well as all sums necessary to pay Buyer's costs, expenses and prorations in connection with this transaction at least one (1) business day prior to the PropertyClose of Escrow. (b) At So much of the time cash sums as have actually been deposited into Escrow pursuant to Sections 2(a)(i) and 2(a)(ii) shall sometimes be referred to herein as the "Deposit." The Deposit shall be placed in an interest-bearing account by Escrow Holder at a financial institution whose deposits are federally insured upon terms acceptable to Buyer. All interest which accrues on the Deposit shall be considered a part of Closing, as hereinafter providedthe Deposit. Subject to the provisions of Sections 13 and 14 below, the further sum Deposit shall be applied as follows: (i) in the event that a Close of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account Escrow occurs, the entire amount of the Deposit shall be credited against the Purchase Price by federal funds wire transfer concurrently with the Close of Escrow; (ii) in the event that this Agreement is terminated pursuant to Seller's account as designated Section 3(c) below, the Deposit shall be refunded to Buyer in writingaccordance with the terms of Section 3(c); or if Closing is extended (iii) in the event of either a default by Buyer as provided in Paragraph 3, at Section 15 below or the time approval and/or waiver of all contingencies under the Extended Closing Date, as provided in Paragraph 3terms of Section 3 below, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer Deposit shall be released to Seller's account as designated , shall be non- refundable to Buyer in writingand shall constitute the liquidated damages of Seller pursuant to Section 15 below. In the event the Deposit is released to Seller pursuant to the preceding sentence but thereafter Seller defaults under this Agreement or the Title Company refuses or is unable to issue the Title Policy, the Deposit shall be returned to Buyer.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property sale of the Leases hereunder is the sum of TEN MILLION FIVE HUNDRED THOUSAND Twenty-five Million Dollars ($10,500,000.0025,000,000.00) DOLLARS (the "“Purchase Price"”) and is allocated among the Leases as set forth on Exhibit K hereto (the “Allocated Purchase Prices”). The Purchase Price for the Assignment Leases and Store No. 162 is referred to herein as the “BURLINGTON Purchase Price,” is Sixteen Million Dollars ($16,000,000.00), which and shall be paid by BURLINGTON. The Purchase Price for the SSC Leases and the SSC Assigned Leases (except Store No. 162) is referred to herein as the “SSC Purchase Price,” is Nine Million Dollars ($9,000,000.00), and shall be paid by SSC or the respective SSC Landlord, as the case may be. (a) The BURLINGTON Purchase Price shall be paid payable by Buyer to Seller BURLINGTON as follows: (a) (i) By the second (2nd) Business Day after the Effective Date, BURLINGTON shall deliver to Clean Title Agency, Inc., dba ▇▇▇▇▇▇ Title Agency with an address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (“Escrow Agent”) an amount equal to ten percent (10%) of the Purchase Price by wire transfer of immediately available funds. Such amount and all interest earned thereon is referred to herein as the “Deposit.” The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously Deposit shall be held by Escrow Agent and disbursed in accordance with the execution and delivery terms of this Agreement and the further sum Escrow Agreement attached hereto as Exhibit L. (ii) Within three (3) Business Days of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS BURLINGTON’s receipt of the GOB Notice from VCDS as set forth in Section 4 hereof, BURLINGTON shall deliver or cause to be delivered, at its sole cost and expense, to VCDS an irrevocable standby letter of credit (the "Second Deposit"“LOC”) issued by a commercial bank reasonably acceptable to VCDS (the “Issuer”), utilizing a form reasonably acceptable to VCDS, naming VCDS as beneficiary and having a U.S. Dollar face amount equal to 90% of the Purchase Price (including the SSC Purchase Price). The conditions for a draw under the LOC shall be: (a) three Business Days shall have passed from the time VCDS gave BURLINGTON written notice that VCDS will be making a draw against the LOC; and (b) the submission, following such three (3) Business Day period, to the Issuer from VCDS of a statement, under oath subject to perjury, specifying that VCDS is entitled to a draw under the LOC in the amount specified in the draft accompanying such statement. The LOC shall have a term of not less than one (1) year from the date thereof. The LOC shall provide that it is governed by International Standby Practices 1998 (International Chamber of Commerce Publication 590) and any subsequent revision thereof which the Issuer then adheres to. VCDS shall be entitled to draw under the LOC in the event that BURLINGTON fails to pay the unpaid balance of the BURLINGTON Purchase Price to Escrow Agent by the Closing Date in accordance with Section 2(a)(iii) below or fails to deliver the documents required to be delivered pursuant to Sections 6.3 and 6.6 below with respect to the SSC Leases and the SSC Assigned Leases as provided in Section 10.3(b) below; provided, however, that VCDS agrees not to submit any such draw request under the LOC unless and until such event has occurred. The act of drawing on the LOC by VCDS pursuant to this Section 2(a)(ii) shall be in lieu of any other remedies available to VCDS for such failure, shall excuse BURLINGTON from making the payment pursuant to Section 2(a)(iii) below, and as to the Leases for which the SSCPurchase Price is due and shall excuse SSC from making the payment pursuant to Section 2(b) below, and the Closing shall proceed as if the full Purchase Price had been paid by BURLINGTON or SSC, as the case may be, except that the Closing Payment by Escrow Agent shall be reduced by the amount drawn on the LOC. It shall not, however, be treated as an agreement between or among the parties that the conditions precedent to Closing had taken place or that the amount drawn by VCDS was proper, each party to this Agreement reserving the right to assert that Closing was not required to take place at such time or that the amount so drawn was not proper. If BURLINGTON fails to timely provide the LOC to VCDS, at its option VCDS may terminate this Agreement by written notice to BURLINGTON and Escrow Agent, in which case the Escrow Agent shall distribute the entire Deposit to VCDS as liquidated damages. (iii) On or before the expiration each Closing Date (the First Closing Date, the Second Closing Date or any Final Closing Date, each as the case may be), BURLINGTON shall pay to Escrow Agent the remaining ninety percent (90%) balance of the Feasibility Period or BURLINGTON Purchase Price attributable to the Extended Feasibility Period Lease(s) actually included in that Closing. (iv) At each Closing, if VCDS has not made a draw against the LOC as provided in (b) above, Escrow Agent shall distribute to VCDS the lesser of the Adjusted Purchase Price [as defined in Paragraph 7Section 13.11(a)] attributable to the Lease(s) unless this Agreement has been terminated prior to included in that Closing or the funds then held by Escrow Agent (the “Closing Payment”), and if any funds remain, then such date. The Initial Deposit remaining funds shall be hereinafter referred distributed to as BURLINGTON. If VCDS has made a draw against the "Deposit" and LOC, then the Second Deposit, if and when made, funds being held by Escrow Agent shall be included within distributed to BURLINGTON. (v) Upon receipt of each Closing Payment, VCDS shall give the definition LOC’s issuing bank written instructions to reduce the amount of the "Deposit". The Deposit shall be deposited with LOC by the Escrow Agent, as hereinafter defined, to be held subject to amount of the terms and conditions hereinafter set forthClosing Payment made at that Closing, and upon the Final Closing for the last of the Leases (or the agreement of the parties that there will be no more Closings), VCDS shall be treated as payment return the LOC to BURLINGTON. (vi) The Allocated Purchase Price for VCDS Store No. 189 is on account of the Purchase Price minimum floor area within the Leased Premises being at least Seventy-Five Thousand (75,000) square feet and the maximum floor areas being the entire space let pursuant to the Lease for VCDS Store No. 189. Notwithstanding the foregoing, BURLINGTON agrees to use commercially reasonable efforts to negotiate with the landlord of those Leased Premises with the objective of reducing the floor area of the Leased Premises under that Lease to approximately Seventy-Five Thousand (75,000) square feet, and to get, in connection with suchLease: (a) the landlord’s consent to the assignment of lease from the applicable VCDS Tenant to the applicable BURLINGTON Entity; (b) an acceptable SNDA; and (c) the Required Amendments. If BURLINGTON receives payment from the landlord of VCDS Store No. 189 in return for allowing that landlord to recapture any part of the Leased Premises, the entire amount of such payment shall be paid over by the applicable BURLINGTON Entity to the applicable VCDS Tenant. Such payment shall be made within ten (10) days after the BURLINGTON Entity receives such payment or payments. BURLINGTON shall not be obligated to accept Leased Premises that are not commercially reasonable, for a retail department store, in terms of shape, facilities (including loading facilities), frontage, visibility, utilities or other similar factors. Notwithstanding the foregoing, if Closing the applicable BURLINGTON Entity is made unable to negotiate with the landlord for the Propertylandlord to recapture all but approximately Seventy-Five Thousand (75,000) square feet of floor area, BURLINGTON may reject assignment of the lease and make the Lease a BURLINGTON Rejection Lease [as defined in Section 3(a)]. (iivii) In the event that Closing The Allocated Purchase Price for VCDS Store No. 401 is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price minimum floor area within the Leased Premises being at least Eighty Thousand (80,000) square feet and the maximum floor areas being the entire space let pursuant to the Lease for VCDS Store No. 401. Notwithstanding the foregoing, BURLINGTON agrees to use commercially reasonable efforts to negotiate with the landlord of those Leased Premises with the objective of reducing the floor area of the Leased Premises under that Lease to approximately Eighty Thousand (80,000) square feet, and to get, in connection with such Lease: (a) the landlord’s consent to the assignment of lease from the applicable VCDS Tenant to the applicable BURLINGTON Entity; (b) an acceptable SNDA; and (c) the Required Amendments. If BURLINGTON receives payment from the landlord of VCDS Store No. 401 in return for allowing that landlord to recapture any part of the Leased Premises, the entire amount of such payment shall be paid over by the applicable BURLINGTON Entity to the applicable VCDS Tenant. Such payment shall be made within ten (10) days after the BURLINGTON Entity receives such payment or payments. BURLINGTON shall not be obligated to accept Leased Premises that are not commercially reasonable, for a retail department store, in terms of shape, facilities (including loading facilities), frontage, visibility, vertical transportation (if Closing required), multi-floor usability, utilities or other similar factors. Notwithstanding the foregoing, if the applicable BURLINGTON Entity is made unable to negotiate with the landlord for the Propertylandlord to recapture all but approximately Eighty Thousand (80,000) square feet of floor area, BURLINGTON may reject assignment of the lease and make the Lease a BURLINGTON Rejection Lease. (b) At the time of The SSC Purchase Price, subject to adjustments as set forth herein, shall be paid by SSC in cash or immediately available funds delivered to Escrow Agent on or before each applicable Closing. Provided, however, if BURLINGTON fails to complete its closing requirements for such Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of for any Lease for which SSC is to pay the Purchase Price by federal funds wire transfer as set forth in Section 6 hereof, SSC shall not be required to Seller's account as designated to Buyer pay the SSC Purchase Price for such Lease and VCDS may draw upon the LOC in writing; or if Closing is extended the same manner as provided in Paragraph 3, at herein for the time failure of BURLINGTON to pay the balance of the Extended Closing DateBURLINGTON Purchase Price for an Assignment Lease, as provided in Paragraph 3, it being agreed that SSC would not be entering into the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writingtransaction for any SSC Lease or SSC Assigned Lease without a sublease with BURLINGTON.

Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND Premises shall be Two Million Dollars ($10,500,000.002,000,000.00) DOLLARS (the "Purchase Price"), which Purchase Price ) and shall be paid by Buyer to Seller as follows: (a) A deposit, which shall not become the property of the Seller until after the completion of Settlement (ias hereinafter defined), in the amount of Two Hundred Thousand Dollars ($200,000.00) shall be delivered to Escrow Holder (as hereinafter defined) within five (5) business days of the Effective Date (as hereinafter defined); and (b) The sum balance of FIFTY THOUSAND the Purchase Price shall be paid at Settlement by certified, treasurer's or title company or agency check, or by wire transfer of immediately available Federal funds. All sums paid by Buyer in accordance with subsection ($50,000.00a) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement Section 2, and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit any additional amount deposited by Buyer shall be hereinafter referred to as the "Deposit." The Deposit shall be held in escrow by Colliers International, L&A, 399 Market Street, Philadelphia, ▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇"), ▇▇ ▇▇▇▇▇dance with the laws of the Commonwealth of Pennsylvania and the Second provisions of this Agreement. The parties hereto direct Escrow Holder to place the Deposit in an interest-bearing account in a Federally insured bank or savings and loan association (or such other interest-bearing investment instrument(s) as the Buyer may select). At the completion of Settlement, the Deposit, if and when madetogether with any interest earned thereon, shall be included within credited against the definition Purchase Price. If this Agreement is terminated pursuant to Section 12 hereof, the Deposit, together with any interest earned thereon, shall be paid to Seller in accordance with the provisions of Section 12. If this Agreement is terminated for any other reason, the "Deposit", together with any interest earned thereon, shall be promptly released to Buyer. The Deposit shall be deposited at all times remain the property of Buyer and shall only become the property of Seller upon completion of Settlement in accordance with the terms of this Agreement or pursuant to Section 12 hereof. Escrow Agent, Holder shall charge no fees for its services as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the PropertyEscrow Holder. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property. (b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.