Common use of The Closing Clause in Contracts

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Assets (the “Closing”) shall take place on the Initial Closing DateDecember 7, or, if extended as described below, the Extended Closing Date, 2018 or such other earlier date as mutually agreed to by the Buyer and the Seller may mutually agree in writing (such date or any extension thereof as described belowdate, the “Closing Date”), Time Being Of The Essence time being of the essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant expressly provided in this Agreement. Buyer shall have a one-time right to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than a period not to exceed thirty (30) days after the original Closing Date (the “Extended Closing Date upon written notice to Date”) by notifying Seller on or before the Seller of such extension delivered to the Seller date that is five (5) Business Days prior to the expiration of then-scheduled Closing Date. In consideration thereof, and concurrently with the Initial Closing Date and delivery of the Extension Deposit such notice, Buyer shall deposit with Escrow Agent in immediately available funds by wire transfer to such account as Escrow Agent shall designate to the Escrow Agent on or prior to Buyer, Thirty Three Thousand Five Hundred and 00/100 Dollars ($33,500.00) (the expiration of the Initial Closing Date“Extension Deposit”), as an additional non-refundable deposit. Any extension of the Initial Closing Date or other adjournment of If Buyer extends the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms Extended Closing Date, then for the purposes of this Agreement Agreement, all references to the Closing Date shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything refer to the contrary herein, if the Extended Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Date. (b) The Closing shall be held on the Closing Date at the offices of the 10:00 a.m. (Eastern Time) by “New York Style Closing” through Escrow Agent or at such other location agreed upon by the parties heretoAgent. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the or Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. Formal tender of an executed deed or the Purchase Price is hereby waived.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transaction contemplated by this Agreement (the “Closing”) shall take place on through an escrow with Chicago Title & Trust Company (the Initial Closing Date, or, if extended as described below“Escrow Agent”) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right party to close under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed subject to be an extension or adjournment the performance by the other party of the closing date under all of the other Related Agreements (material covenants, agreements and will require the delivery of the extension deposits obligations required to be performed by such party under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred this Agreement on or before the Drop Dead Date for any reason other than Closing. At the Closing, the following shall occur: (a) Seller shall deliver to Purchaser a material breach or default by duly executed and acknowledged Special Warranty Deed (collectively, the Seller or “Deed”) in substantially the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.form attached hereto as Exhibit C. (b) The Closing Seller and Purchaser shall be held on execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the Closing Date at form of Exhibit E hereto, conveying to Purchaser the offices of the Escrow Agent or at such other location agreed upon by the parties heretoPersonal Property, Service Contracts, Warranties and Intangibles. (c) Notwithstanding any other provision herein to Purchaser shall pay the contrarybalance of the Purchase Price as provided in Section 2(b) hereof, there and the parties shall be no requirement that execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the Buyer physically attend form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and all funds specifications of the Improvements, tenant files and documents certificates of occupancy (if applicable) relating to be delivered at the Closing may Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Escrow Agent unless Purchaser at Closing. (g) Pursuant to the parties hereto mutually agree otherwise. The Buyer terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller hereby authorize their respective attorneys shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to Escrow Agent any additional or supplementary instructions the other party such disclosures as may be necessary required by applicable law. (k) Seller shall deliver, or convenient cause to implement be delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Property, together with those endorsements set forth in Section 6(l) of this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the Property to be good and indefeasible subject to the terms of this Agreement such Title Policy and facilitate the closing exceptions specified therein. (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the transactions contemplated hereby, provided that such instructions person or persons who are consistent executing the various documents on its behalf in connection with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement, and a certificate confirming such party’s representations and warranties and, in the case of Seller, Seller will execute customary affidavits of debts, liens, and possession required by the Title Company, including, including, without limitation, those required to limit any exception for “parties in possession” to the rights of tenants, as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “Loan Earnout Escrow Agreement”) relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by Section 2 hereof and Paragraph 1 of the LOI. (o) Each party shall execute and deliver to the other party such agreements as may be reasonably required as contemplated by Paragraph 17 of the LOI, including, to the extent applicable, any required REA or Sign Agreement contemplated therein. (p) Purchaser shall execute and deliver the Assumption Documents.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset (the “Closing”) of the transaction contemplated by this Agreement shall take place held at 10:00 a.m. at the office of the Escrow Agent on or before May 23, 2023. The date upon which the Initial Closing Dateactually takes place, or, if extended as described belowmore than one (1) day is required to complete the Closing, the Extended date upon which the Closing Dateis actually accomplished, or such other earlier date as mutually agreed to by the Buyer shall be deemed and the Seller (such date or any extension thereof as described below, considered the “Closing Date.” a. Seller shall execute and deliver to the Escrow Agent a fully executed (and acknowledged) special warranty deed for the Subject Property (the “SW Deed”), Time Being Of substantially in the form attached as Exhibit D. The Essence with respect Escrow Agent shall be responsible for recording the SW Deed in the records of Pinal County. b. Buyer shall execute and deliver the Escrow Agent a fully executed (and acknowledged) Promissory Note and Deed of Trust for the Subject Property, substantially in the form attached as Exhibits B & C. The Escrow Agent shall be responsible for recording the Deed of Trust in the records of Pinal County. c. Buyer shall deliver to the Buyer’s Escrow Agent, in escrow, the Closing Payment (inclusive of the ▇▇▇▇▇▇▇ Money Deposit and the Exclusivity Payment in the amount of One Hundred Thousand Dollars ($100,000.00) paid pursuant to the Offer Letter, together with any interest accrued thereon). d. Seller shall deliver to the Escrow Agent a certificate and affidavit certifying that Seller is not a “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, substantially in the form attached as Exhibit F. e. Seller shall, at Seller’s obligations hereunder on sole cost and expense, arrange with the Closing DateEscrow Agent for the issuance and delivery to the Buyer of an ALTA standard coverage owner’s policy of title insurance (the “Title Insurance Policy”) from the Escrow Agent in an amount equal to the Purchase Price, naming the Buyer as the insured and insuring that, as of the Closing, marketable, indefeasible, fee simple title (both legal and equitable) in and to the Real Property is vested in the Buyer, subject only to the rights “Permitted Exceptions” (as defined below); Buyer shall be entitled, at its option and sole expense, to adjourn receive the Closing Date Title Insurance Policy with extended coverage, together with any such endorsements to the Title Insurance Policy as it may otherwise be extended pursuant the Buyer shall deem necessary or appropriate. “Permitted Exceptions” shall include all matters of record or to SECTION 4.4 which reference is made in any public record, and applicable zoning and use regulations of any municipality, county, state or the United States, including those noted in the Title Insurance Policy or as a result of either partyotherwise agreed by the Parties. Seller may, at Seller’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date sole cost and delivery of the Extension Deposit in immediately available funds by wire transfer to expense, arrange with the Escrow Agent on or prior to for a lender’s policy of title insurance (“Lender’s Policy”) in the expiration amount of the Initial Closing Date. Any extension of Second Payment plus the Initial Closing Date or other adjournment of the Closing Date (including without limitation Remaining Balance as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default represented by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms Promissory Note and provisions Deed of SECTION 11.1Trust. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject Each party agrees that it will promptly begin preparing for Closing by commencing performance of the respective obligations hereunder. At such time that all of the conditions to the provisions Closing of SECTION 11.1this Agreement are fulfilled, the closing of the purchase and sale of the Asset (the “Closing”) Closing shall take place be held on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier a date as mutually agreed to upon by the Buyer and the Seller parties which shall be on or before January 31, 1985 (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to ) effective as of the Buyer’s and the Seller’s obligations hereunder close of business on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in day immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of preceding the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to “Closing Time”). If the express terms of this Agreement shall be deemed to be an extension or adjournment Closing does not occur by January 31, 1985 by reason of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as circumstances set forth above and vice versa in the event of any extension Sections 10(a) or adjournment of the closing date under (i) or 11(a) herein, any of the Related Agreements). Notwithstanding anything parties may, at its option, at any time up to the contrary herein15 days prior to January 31, if the 1985, or such previously extended Closing Date, elect, from time to time, to extend such January 31, 1985 Closing Date to a Closing Date or Dates which in no event shall not have occurred on or before the Drop Dead Date for any reason other be later than a material breach or default by the Seller or the BuyerMarch 31, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.11985. (b) The Closing shall be held take place on the Closing Date at the offices of the Escrow Agent or at such other location mutually convenient time and place as shall be agreed upon by the parties heretoparties. (c) Notwithstanding any other provision herein In the event that GRMC cannot transfer the assets comprising its distribution terminal located in Newark, New Jersey (the “Newark Terminal”) to the contraryBuyer or the Realty Company, there shall be no requirement that as the Seller and the Buyer physically attend the Closingcase may be, and all funds and documents to be delivered at on the Closing may be delivered to Escrow Agent unless Date because GRMC has not fully complied with ECRA at that time, it is understood and agreed that the parties hereto mutually agree otherwise. The Buyer will enter into the ECRA Agreement and the Seller hereby authorize their respective attorneys Newark Terminal shall be so transferred promptly after compliance with ECRA. Until such transfer, Buyer or the Realty Company, as the case may be, shall not pay GRMC that part of the purchase price allocable hereunder to execute the Newark Terminal, and deliver GRMC shall continue to Escrow Agent any additional or supplementary instructions as may be necessary or convenient occupy and operate the Newark Terminal solely for the account of Buyer subject to implement the terms and conditions of this Agreement and facilitate further subject to Buyer reimbursing GRMC for all operating costs it may incur (including customary maintenance costs and real property taxes) from the closing Closing Date to the transfer date in respect of the transactions contemplated herebyNewark Terminal; provided, provided however, that the Buyer and its agents shall have the right to enter the premises for the purposes of assisting GRMC in such instructions are consistent operation and operating Buyer’s business. Except for the foregoing reimbursement obligations, GRMC shall receive no fee for such operation, shall be solely responsible for such operation, and GRMC and the Buyer shall at all times be independent contractors with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementrespect thereto.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset (the “Closing”) shall take place on December 19, 2014 (the Initial “Scheduled Closing Date”). Time shall be of the essence with respect to Buyer’s obligations under this Agreement, subject to such adjournments of the Closing Date as are expressly permitted hereunder (the Scheduled Closing Date, or, if as such date may be extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described belowexpressly provided in this Agreement, the “Closing Date”). (b) Notwithstanding the foregoing, Time Being Of The Essence with respect (i) if Seller does not obtain its lender’s consent to pay off the Buyer’s Existing Financing Liens and close the Seller’s obligations hereunder sale of the Property on the Scheduled Closing DateDate (after using commercially reasonable efforts to obtain such consent), subject only to then Seller shall have the rights right to adjourn the Closing Date to not later than December 31, 2014 so long as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Seller gives Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller adjournment at least two (2) Business Days prior to the expiration then-scheduled Closing Date, and (ii) if Buyer is unable to obtain financing for its acquisition of the Initial Closing Date and delivery of Property on the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Scheduled Closing Date (including without limitation as after using commercially reasonable efforts to obtain the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreementssame). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party Buyer shall have the right to terminate this Agreement subject adjourn the Closing Date to not later than December 31, 2014 so long as Buyer gives Seller written notice of such adjournment at least two (2) Business Days prior to the terms then-scheduled Closing Date. Buyer acknowledges and provisions agrees that obtaining financing for its acquisition of SECTION 11.1the Property shall not be a condition to Buyer’s obligation to consummate the Closing hereunder. (bc) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon not later than 11:00 A.M. (Central Time) by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1Except as otherwise provided in this contract, the closing of the purchase and sale of the Asset title pursuant to this contract (the “"Closing”") shall take place on or about forty-five (45) days after the Initial execution and delivery of this Contract by and to Seller and Purchaser [TIME BEING OF THE ESSENCE as to Seller], provided that if such forty-fifth (45th) date is a Saturday, Sunday or legal holiday, the Closing shall take place on the next business day (the date of the Closing being herein referred to as "Closing Date"). The Closing shall take place at ______a.m./pm at the offices of Purchaser's attorneys or at the office of Purchaser's lender's attorney, orprovided that such offices are within the County of New York or Kings. Representations and Warranties of Seller Seller represents and warrants to Purchaser as follows: Unless otherwise provided in this contract, if extended as described belowSeller is the sole owner, in fee simple, of the Extended Premises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract. The Premises is not encumbered by any tenancies except for the Lease between Seller and Purchaser. If the Premises are encumbered by an Existing Mortgage(s), no written notice has been received from the Mortgagee(s) asserting that a default or breach exists thereunder which remains uncured and no such notice shall have been received and remain uncured on the Closing Date. If copies of documents constituting the Existing Mortgage(s) and note(s) secured thereby have been exhibited to and initialed by Purchaser or its representative, or such other earlier date as mutually agreed to by copies are true copies of the Buyer originals and the Seller (Existing Mortgage(s) and note(s) secured thereby have not been modified or amended except as shown in such date documents. There are no leases affecting the Premises except for the Lease, and any permitted subleases or assignments thereof. Neither the Premises nor any extension part thereof as described belowis subject to the New York City Rent Stabilization Law. Neither the Premises nor any part thereof is subject to the New York City Emergency Rent and Rehabilitation Law. If an insurance schedule is attached hereto, the “Closing Date”), Time Being Of The Essence such schedule lists all insurance policies presently affording coverage with respect to the Buyer’s Premises, and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date information contained therein is accurate as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery date set forth therein or, if no date is set forth therein, as of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1hereof. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transactions contemplated herein (the “Closing”) shall take place on be held within thirty (30) days after the Initial Closing Dateexpiration of the Feasibility Period, or, if extended as described subject to satisfaction of the contingencies in § 9 below, the Extended Closing Date, or on such other earlier date as mutually agreed with at least five (5) days advance notice to by the Buyer and the Seller (such date or any extension thereof the “Closing Notice”), as described below, may be determined by Purchaser (the “Closing Date”), Time Being Of ; provided that the date for Closing may be extended in accordance with § 9 hereof to satisfy outstanding conditions to Closing or at the seller’s election for up to 30 days provided that seller notifies purchaser of his election to delay the closing within five (5) days after the expiration of the Feasibility period. The Essence with respect to Closing shall be held at the Buyer’s and offices of the Seller’s obligations hereunder Attorney, or other mutually agreed upon location, and unless an earlier time and date is designated in the Closing Notice, Closing shall occur at 2:00 p.m. on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing At the Closing, Seller shall execute and deliver to Purchaser a Bargain and Sale Deed with Covenants against Grantors Acts (the “Deed”) conveying the Property to Purchaser subject only to the Permitted Exceptions, a ▇▇▇▇ of Sale and General Assignment conveying the Contracts (to the extent assumed) and the Personal Property to Purchaser, and an affidavit of debts, liens and possession, all of which shall be held on in a form reasonably acceptable to the Closing Date at parties. Purchaser shall be entitled to receive from the offices Title Company, prior to delivery of the Escrow Agent Deed, the Title Company's unconditional commitment to issue an ALTA Form B Owner's Policy of Title Insurance, in the amount of the Purchase Price. Seller shall also execute such affidavits and other instruments as reasonably required by Purchaser’s counsel or the Title Company, at such other location agreed upon any time within the six (6) months after Closing hereunder, and for the better conveying, transferring, assuring, and confirming the conveyance of title to the Property to the Purchaser in accordance with § 4 hereof. During the Feasibility Period, the Purchaser shall identify the Contracts it will agree to assume at Closing to allow Seller time to notify vendors and terminate the Contracts not to be assumed. The Contracts which Purchaser elects not to assume are referred to herein as the “Rejected Contracts” and shall be terminated by Seller, at its expense, at or prior to the parties heretoClosing. (c) Notwithstanding any other provision herein Seller shall pay all the New York State and City of Yonkers Transfer Taxes relating to the contrarysale. Each party shall pay their own legal fees. Purchaser shall pay all other title charges which are customarily paid by Purchaser in Westchester County including the deed and mortgage, there shall be no requirement that the Seller and the Buyer physically attend the Closing, recording fees and all funds charges incurred in connection with any mortgage Purchaser places on the property. Any and documents to be delivered all other closing costs imposed at the Closing may shall be paid according to the convention for commercial real property transfers in Westchester County, State of New York. Rent under the Leases (if applicable) shall be pro-rated up to the date of Closing. Real estate taxes, general and special, and usual water and sewer charges are to be pro-rated and paid by Seller up to the date of Closing and thereafter assumed and paid for by Purchaser. Special assessments against the Property for public improvements authorized, pending or completed prior to the date of Closing, whether assessment for such has been levied or not, shall, at the settlement, be paid in full by Seller. (d) Possession of the Property shall be delivered to Escrow Agent unless Purchaser immediately following the parties hereto mutually agree otherwiserecordation of the Deed, and such possession shall be delivered free and clear of any leases, tenancies, or Purchase and Sale Agreement ▇▇▇▇▇▇▇▇▇ Ave. The Buyer Yonkers. (November 2005) • Page 6 Enclaves Group, Inc. occupants (other than the lessees under the Leases). In the event Seller shall fail to deliver such possession, and the Seller is in possession, Seller shall become and thereafter be a tenant at sufferance of Purchaser and Seller hereby authorize their respective attorneys waives all notices to execute and deliver quit provided by the laws of the State of New York. (e) The parties agree to Escrow Agent any additional or supplementary instructions as may be necessary or convenient cooperate, at the request of the other, to implement the terms of this Agreement and facilitate the closing of have the transactions contemplated herebyherein treated as a like-kind exchange qualifying for favorable treatment under ' 1031 of the Revenue Code of 1986, provided that such instructions are consistent with cooperation does not create any delay, liability, or expense for the cooperating party and merely supplement this Agreement and shall further provided that the cooperating party does not in any way modify, amend or supersede this Agreementwarrant that the like-kind treatment being sought by the other party will qualify for such treatment.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset Assets (the “"Closing”") shall take place on at the Initial Closing Dateoffices of Paul, orHastings, if extended as described below▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, immediately following the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date execution and delivery of this Agreement (the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial "Closing Date"). Any extension The Closing shall be deemed to have occurred as at the close of business on the Initial Closing Date or other adjournment of Effective Date. On the Closing Date (including without limitation as i) Seller will deliver to Buyer the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary hereinvarious certificates, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closinginstruments, and all funds documents including but not limited to those referred to in Section 6 below; (ii) Buyer will deliver to Seller the various certificates, instruments and documents referred to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the in Section 7 below; (iii) Seller hereby authorize their respective attorneys to will execute and deliver to Escrow Agent any additional Buyer a ▇▇▇▇ of sale in the form of EXHIBIT F attached hereto (the "▇▇▇▇ of Sale") and such other instruments of sale, transfer and conveyance and assignment as Buyer may request; (iv) Seller will continue to hold the Inventory as Buyer's bailee in accordance with the provisions of Schedule 5(f); and (v) Seller will execute and deliver to Buyer a settlement statement in the form of EXHIBIT I attached hereto (the "Settlement Statement") and Buyer shall remit to Seller the Estimated Total Inventory Price, the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), less the Payoff Amount, by certified check or supplementary instructions by wire transfer of immediately available federal funds to such bank account or accounts as may be necessary or convenient Seller shall have designated in writing to implement Buyer. However, if the terms of this Agreement and facilitate Payoff Amount exceeds the closing aggregate of the transactions contemplated herebyEstimated Total Inventory Price, provided that the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), Seller shall remit the amount of such instructions are consistent with and merely supplement this Agreement and excess to Buyer by certified check or by wire transfer of immediately available federal funds to such bank account or accounts as Buyer shall have designated in writing to Seller. Inventory delivered to Buyer by Seller at Closing shall not include inventory that was sold by Seller for the benefit of Buyer after the Effective Date. Moreover, Consumer Products shipped by Buyer to the Bailment Location (as defined in any way modify, amend or supersede this AgreementSchedule 5(f)) after the Effective Date shall be the exclusive property of Buyer.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset (the “Closing”) of the transaction contemplated by this Agreement shall take place on held within five (5) days after the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller Exercise Date (such date or any extension thereof as described below, the “Closing Date”). The date upon which the Closing actually takes place, Time Being Of The Essence with respect or, if more than one (1) day is required to complete the Buyer’s Closing, the date upon which the Closing is actually accomplished, shall be deemed and considered the Seller’s obligations hereunder “Closing Date.” At the Closing on the Closing Date: a. Seller shall execute and deliver to Buyer a fully executed (and acknowledged) quitclaim deed for the DRHE Property (the “Minerals Quitclaim Deed”), subject only to substantially in the rights to adjourn the Closing Date form attached as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2Exhibit B-1. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of responsible for recording the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements Minerals Quitclaim Deed in the same manner as set forth above and vice versa in the event records of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Pinal County. (b) The Closing b. Seller shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys cause DRH Construction to execute and deliver to Escrow Agent any additional or supplementary instructions Buyer a fully executed (and acknowledged) quitclaim deed for the Retained Parcels and the Unpatented Mining Claims (the “DRH Construction Quitclaim Deed”), substantially in the form attached as may Exhibit B-2. Buyer shall be necessary or convenient responsible for recording the DRH Construction Quitclaim Deed in the records of Pinal County. c. Seller shall cause DRH Construction to implement execute and deliver to Buyer a fully executed assignment and assumption agreement for the terms rights and obligations of this Agreement DRH Construction under the ▇▇▇▇▇▇ Lease and facilitate the closing Section 11 of the transactions contemplated herebyLegends Contract (the “DRH Construction Assignment”), provided substantially in the form attached as Exhibit B-3. d. Buyer shall deliver to Seller the Closing Payment, any Option Payments not already paid by Buyer to Seller and any Unpatented Maintenance Costs. e. Seller shall deliver to Buyer a certificate and affidavit certifying that Seller is not a “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, substantially in the form attached as Exhibit C-1. f. Seller shall cause DRH Construction to deliver to Buyer a certificate and affidavit certifying that DRH Construction is not a “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, substantially in the form attached as Exhibit C-2. g. Seller and Buyer shall execute such instructions documents and, further, take such other actions as are consistent reasonably necessary and appropriate to effectuate the Closing in accordance with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. h. Buyer shall take the Subject Property subject to all matters of record or to which reference is made in any public record, any and all conditions, easements, encroachments, rights-of way, or restrictions which a physical inspection or accurate survey would reveal and applicable zoning and use regulations of any municipality, county, state or the United States (collectively, the “Title Exceptions”), and will assume all obligations under those Title Exceptions, including, without limitation: (i) the obligations and restrictions of the “Declarant” related to the ▇▇▇▇▇▇ Mining Lease under that certain Declaration Waiving Certain Mineral and Surface Entry Rights dated November 1, 2007 and recorded November 1, 2007 in the records of Pinal County, State of Arizona, as Document No. 2007-121820 (the “▇▇▇▇▇▇ Declaration”), that certain Warranty Deed dated June 29, 1978, and recorded on August 4. 1978 in the records of Pinal County, State of Arizona at Docket 926, Page 805 (the “▇▇▇▇▇▇ Deed”), the matters set forth in that certain Special Warranty Deed dated October 28, 2004 and recorded November 2, 2004 in the records of Pinal County, State of Arizona, as Document No. 2004- 088679 (the “2004 ASARCO Deed”), the Memorandum of ROFR, the as of yet unrecorded Partial Termination of Right of First Refusal delivered into escrow on behalf of Legends (the “Partial Termination of ROFR”), the obligations of the “Declarant” set forth in that Declaration of Restrictive Covenant dated and recorded on November 1, 2007 in the records of Pinal County, State of Arizona, at Document No. 2007-121821 (the “Water Well Declaration”), the matters set forth in that certain Special Warranty Deed dated April 12, 2007 and recorded April 13, 2007 in the records of Pinal County, State of Arizona, as Document No. 2007-045221 (the “2007 ASARCO Deed”), the 2004 Royalty Deed and 2007 Royalty Deed (as each is defined in Exhibit D) (collectively hereafter, the ▇▇▇▇▇▇ Declaration, the ▇▇▇▇▇▇ Deed, the 2004 ASARCO Deed, Memorandum of ROFR, the Partial Termination of ROFR, the Water Well Declaration, the 2007 ASARCO DEED, the 2004 Royalty Deed and the 2007 Royalty Deed are collectively referred to as the “Specific Recorded Property Documents”) (ii) those royalty obligations set forth on Exhibit D; and (iii) that certain Mining Lease dated August 4, 1978 between ▇▇▇ May ▇▇▇▇▇▇, as Lessor, and Casa Grande Copper Company, and predecessor in interest to Seller, as Lessee (the “▇▇▇▇▇▇ Mining Lease”).

The Closing. The Closing (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (herein called the “Closing”) of this transaction shall take place on through escrow by mail or courier delivered to the Initial Closing Date, or, if extended as described below, the Extended Closing Date, Title Company or at such other earlier date as location mutually agreed to upon by Seller and Purchaser in the Buyer metropolitan area of Washington, D.C., on June 29, 2005 at 11:00 a.m. (said date and the Seller (such date or any extension thereof as described below, time herein called the “Closing Date”). At the Closing: (a) Seller shall deliver to Purchaser a duly executed and acknowledged special warranty deed in the form attached hereto as Exhibit B (the “Deed”), Time Being Of a non-foreign affidavit in the form attached hereto as Exhibit C, the Temporary Occupancy License, and such other documents and instruments as are reasonably necessary or required by the Title Company in order to consummate conveyance of the Property to Purchaser. (b) Purchaser shall deliver to Seller a duly executed and acknowledged copy of the Temporary Occupancy License (c) The Essence with respect Purchase Price, as adjusted on the settlement statement to be prepared by the Title Company and approved and executed by Purchaser and Seller, shall be paid Initials | | | by Purchaser to the BuyerTitle Company by federal electronic wire of funds. Upon completion of Closing, the Title Company shall pay the Purchase Price, as adjusted as aforesaid, to Seller. (d) Purchaser shall pay all recording fees and other filing or similar fees and charges, title insurance premiums for title insurance issued to Purchaser and/or Purchaser’s lender, and all costs and expenses incidental to any financing obtained by Purchaser, normal recording charges, and the SellerTitle Company’s obligations hereunder on settlement fee. Purchaser and Seller shall each pay one half of all state and county transfer and recordation taxes. (e) Operating expenses, real estate taxes and personal property taxes, if any, for the then current year relating to the Property, and all other Impositions, shall be prorated as of the Closing Date. All Impositions attributable to periods prior to the Closing Date shall be paid by Seller and those attributable to periods from and after the Closing Date shall be paid by Purchaser. All other items not expressly referenced herein and customarily prorated between sellers and purchasers of commercial real property shall be prorated as of the Closing Date. All adjustments shall be as of 11:59 p.m. the day preceding the day of Closing. The foregoing shall not affect Seller’s continuing obligation for taxes, operating expenses and other charges pursuant to the Temporary Occupancy License. (f) Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. Purchaser shall pay for its own costs and expenses in connection with Purchaser’s due diligence review for this transaction. (g) Seller shall deliver possession of the Property to Purchaser, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Temporary Occupancy License. (bh) The Closing provisions of this Paragraph 12 shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties heretosurvive Closing. (ci) Notwithstanding Purchaser represents, warrants and covenants that it will keep all information and/or reports and/or documents obtained from Seller or its agents or contractors, or related to or connected with the Property, or which Purchaser or its agents or contractors obtain or have access to during their inspection of the Property strictly confidential and will not disclose any other provision herein to the contrarysuch information, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and reports or documents to be delivered at any person or entity (except for Purchaser’s attorneys, consultants and advisors or otherwise as required by law; provided that any such parties similarly agree to treat such material confidentially), without the Closing may be delivered to Escrow Agent unless prior written consent of Seller. Seller represents, warrants and covenants that it will keep all written due diligence reports or documents obtained from Purchaser or its agents or contractors created in connection with the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing Purchaser’s inspection of the transactions contemplated herebyProperty strictly confidential and will not disclose any such written due diligence reports or documents to any person or entity (except for Seller’s attorneys, consultants and advisors or otherwise as required by law; provided that any such instructions are consistent with and merely supplement this Agreement and shall not in any way modifyparties similarly agree to treat such material confidentially), amend or supersede this Agreement.without the prior written consent of Purchaser. Initials | | |

The Closing. (a) Subject to the provisions of SECTION 11.1, the A. The closing of the purchase and sale of the Asset transactions contemplated hereby (the “Closing”) shall take place on by electronic communication not later than two (2) business days after the Initial Closing DateExpiration Date or at such time as the parties hereto mutually agree, or, if extended but in no event later than 30 days after the Expiration Date (as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described belowmay be extended pursuant to the provisio to this sentence, the “Closing Long Stop Date”), Time Being Of The Essence with respect provided that all of the conditions set forth in paragraph 6 hereof and applicable to the Buyer’s Closing shall have been fulfilled or waived in accordance herewith; provided further, however, that the parties hereto may mutually agree to extend the Long Stop Date by not more than 30 days. At any time after the Long Stop Date this Agreement may be terminated by PTES or Pioneer by delivering written notice of termination to the other parties hereto. Upon any such termination, no party hereto shall have any further obligation or liability to the other parties hereto. B. Concurrently with the execution of this Agreement, Seller shall deliver to PTES original Note [and the Seller’s obligations hereunder on Warrant] to be held by PTES pending the Closing Date, subject only to Closing. To the rights to adjourn the Closing Date as it may otherwise be extended extent that PTES and Pioneer terminate this Agreement pursuant to SECTION 4.4 paragraph 3.A. or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than transactions contemplated hereby fail to consummate, PTES shall promptly return the Extended Closing Date upon written notice tendered Note [and Warrant] to Seller. C. At Closing, PTES shall deliver the Seller of such extension delivered to the Seller prior to the expiration cash portion of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds Purchase Price by wire transfer to the Escrow Agent on or prior account identified by Seller in the signature page hereto, and, if Seller has elected the Combination Option, in addition to the expiration cash portion of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents Purchase Price to be delivered at by PTES by wire transfer, Pioneer shall deliver a stock certificate representing the Closing may be delivered Pioneer Stock payable to Escrow Agent unless Seller to the parties hereto mutually agree otherwise. The Buyer and address of Seller set forth in the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementsignature page hereto.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) The Closing hereunder shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date held and delivery of the Extension Deposit in immediately available funds by wire transfer all items to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of be made at the Closing Date (including without limitation as under the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment made at the offices of the closing Title Company on April 30, 1998, or such other date under all prior thereto as Buyer and Seller may mutually agree in writing (the "Closing Date"). Such date may not be extended without the prior written approval of the other Related Agreements (both Seller and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in Buyer. In the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall does not have occurred occur on or before the Drop Dead Date for any reason other than a material breach or default by Closing Date, the Seller or the BuyerTitle Company shall, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Section 2, and unless it is notified by both parties to the contrary, within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. The delivery to the Escrow Agent of the Closing Documents, as hereinafter defined, by both parties and the Purchase Price by Buyer shall be deemed sufficient to effect a closing under Section 8(a). (b) The At or before the Closing, Seller shall deliver to escrow the following (collectively, the "Closing Documents"): (i) special warranty deed - statutory form, conveying to the Buyer the Property as required by Section 3 above in the form attached hereto as Exhibit I; (ii) originals or, if Seller does not have originals, certified true, complete and correct copies of all leases (and amendments thereto, if any) in Seller's actual and physical possession covering any portion of the Property, any security deposits relating thereto, and an executed Assignment and Assumption of Lease in the form attached hereto as Exhibit G; (iii) a Bill of Sale, in the form attached hereto as Exhibit J; (iv) a certificate by Seller to the effect that all of the representations, warranties and covenants set forth in this Agreement remain true, correct and complete as of the Closing Date; (v) a Certified Rent Roll in the form attached hereto as Exhibit B, dated as of the date of Closing Date consistent with prior Certified Rent Rolls and Tenant Estoppel Certificates; (vi) such title affidavits or other documents as may be reasonably required by the Title Company with copies thereof to the Buyer; (vii) all rent records and related documents in the possession or under the control of Seller. Such records may include a schedule of all cash deposits and a check or credit to Buyer in the amount of such deposits, including any interest thereon (to the extent that applicable state law or the applicable lease requires payment of interest on such amounts) held by Seller at the Closing under the Lease. To the extent any deposits are in a form other than cash, such deposits shall be held on transferred to Buyer at Closing without recourse. (viii) To the Closing Date extent in Seller's possession or control, originals or copies of all current site plans, surveys, architectural drawings, plans and specifications, engineering plans and studies, floor plans, soil reports, environmental studies, and landscape plans. To the extent such items are in Seller's possession or control, Seller shall also deliver (i) originals (or copies, if originals are not then available) of all then effective assignable guaranties, warranties and/or payments and performance bonds made by any person for the benefit of Seller with respect to the Property of any of its components, together with an instrument assigning such guaranties and warranties to Buyer and (ii) originals (or copies, if originals are not then available) of all certificates, Licenses, permits authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction, to the extent such items are in Seller's possession or control. (ix) to the extent available, originals (or copies, if originals are not available) of all documents and books and records necessary for the continued operation of the Project, including without limitation, rent rolls, lease files, rent records, escalation records and statements and maintenance records; (x) an original resolution of Seller authorizing the execution of this Agreement, the conveyance documents and all other documents to be executed by Seller and the performance by Seller hereunder; (xi) Seller's Non-Foreign Certification in the form attached as EXHIBIT C; and (xii) notices to the tenants at the offices Property in the form attached as EXHIBIT D, executed by Seller informing them of the Escrow Agent or at such other location agreed upon change in ownership of the Property. (xiii) an executed Assignment of Warranties and Guaranties in the form attached as Exhibit O. Buyer may waive compliance on Seller's part under any of the foregoing items by the parties heretoan instrument in writing. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, Buyer shall deliver to escrow the Purchase Price, as adjusted for prorations, and an executed Assignment and Assumption of Leases in the form attached hereto as EXHIBIT G. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (e) The following items shall be prorated separately for each property identified on SCHEDULE A as of 11:59 p.m. on the date immediately preceding the Closing Date and the net amount thereof shall be added to or deducted from, as the case may be, the amount of the Purchase Price to be paid at the Closing: (i) general real estate, personal property and ad valorem taxes and assessments for the current tax year of the Property. If any such taxes or assessments are payable in installments, all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be paid for by the Seller; (ii) taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees; (iii) rent and other charges under the Leases (to the extent monies have actually been collected therefor), including any free rent under any of the Leases; Buyer shall receive a credit at Closing for any free rent or other tenant concessions due under any Lease subsequent to Closing; (iv) all other income and expenses relating to the Property; (v) any other items that are customarily prorated in transactions of this nature; and (vi) any and all funds cash security deposits, prepaid rent and documents all interest earned thereon (to the extent interest is payable to tenant under applicable state law or the applicable lease) shall be a credit to Buyer at Closing. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Property which have accrued up to the date of Closing. Seller shall retain and Buyer shall not be entitled to any credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the Property. For purposes of calculating prorations, Buyer shall be deemed to be delivered in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the date of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall initially be performed by Seller and mutually agreed to by the parties prior to Closing, but shall be 10 subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing may (except with respect to property taxes, which shall be delivered adjusted within sixty (60) days after the tax bills for the applicable period are received). Buyer shall, post Closing based on April 30, 1998 receivables, purchase accounts receivable relating to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and Property from Seller at a price equal to the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms following percentage of this Agreement and facilitate the closing such outstanding accounts receivable: 100% of the transactions contemplated hereby, provided that such instructions are consistent with amount of accounts receivable less than 31 days old; and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.0% of the amount of accounts receivable over 30 days old;

The Closing. The Initial Closing Date shall be five business days following the later to occur of (ai) Subject to the provisions of SECTION 11.1date by which the Company, the closing Indemnification Representatives and persons holding Original Warrants which are exercisable for at least 85% of the purchase and sale shares of common stock of the Asset Company issuable upon the exercise of all of the Original Warrants (the “Closing”"Requisite Percentage of Holders") shall take place on have signed this Agreement and (ii) the Initial Closing Date, or, if extended as described below, Company shall have received all of the Extended Closing Date, or such other earlier date as mutually agreed to Original Warrants held by the Buyer and Requisite Percentage of Holders. The Company shall hold all of the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on Original Warrants in escrow pending the Closing Date, subject only to and, in the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend event that the Initial Closing Date for no longer than does not occur within 45 days after the Extended Closing Date date hereof, the Company shall, upon written notice the request of any Holder, return such Original Warrants to the Seller Holders thereof. Subsequent Closing Dates shall take place promptly following such time that a person holding an Original Warrant signs this Agreement and delivers such Original Warrant to the Company pursuant to this Agreement. On such date as any such holder becomes a party to this Agreement, Exhibit A shall be amended to include the name of such extension delivered holder and the number of New Warrants and cash to which such person shall be entitled. The aggregate number of shares for which New Warrants issued to each such person shall be exercisable shall equal 1,000,000 shares times the Seller prior to aggregate number of shares for which such person's Original Warrants are then exercisable, divided by the expiration aggregate number of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) shares for which all Original Warrants issued pursuant to the express terms of this Acquisition Agreement were initially exercisable (such person's "Pro Rata Percentage"). The aggregate cash to which such person shall be deemed entitled shall equal $3,000,000 times such person's Pro Rata Percentage. On each Closing Date, the Company shall deliver to be each person who has delivered an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything Original Warrant to the contrary hereinCompany hereunder as of such date, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms person's applicable New Warrant and provisions of SECTION 11.1cash. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) The Closing hereunder shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date held and delivery of the Extension Deposit in immediately available funds by wire transfer all items to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of be made at the Closing Date (including without limitation as under the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment made at the offices of the closing Title Company within five (5) business days of Seller's Committee approval, or such other date under all of prior thereto as Buyer and Seller may mutually agree in writing (the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements"Closing Date"). Notwithstanding anything Buyer shall have a one-time right to the contrary herein, if extend the Closing shall not have occurred Date for an additional fifteen (15) business days, provided that, on or before the Drop Dead Date for any reason other than a material breach or default original Closing Date, Buyer gives Seller notice of such extension and deposits an additional non refundable deposit in the amount of $200,000.00 with the Title Company. ("Extension Deposit"), which shall be held by the Title Company and credited to Seller. Such date may not be further extended without the prior written approval of both Seller and Buyer. The Initial Deposit, the Additional Deposit and the Extension Deposit are hereinafter collectively referred to as "Deposit." In the event the Closing does not occur on or before the BuyerClosing Date and is not extended, then either such non-defaulting party shall have as provided for herein, the right to terminate this Agreement Title Company shall, subject to the terms and provisions of SECTION 11.1paragraph 2, and unless it is notified by both parties to the contrary, within three (3) business days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. (b) The Closing At or before the Closing, Seller shall be held on deliver to escrow the Closing Date following: (i) the Deed conveying to the Buyer the Property as required by paragraph 3 above; (ii) originals or copies of all leases (and amendments thereto, if any) covering any portion of the Property, any security deposits relating thereto in Seller's possession, and an executed Assignment and Assumption of Leases in the form attached hereto as Exhibit B; (iii) Seller's Non-Foreign Certification in the form attached as Exhibit C. (iv) notices to the tenants at the offices Property in the form attached as Exhibit D, executed by Seller. (v) the executed Assignment of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit G. (vi) an executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit I. (vii) a standard termite bond or similar coverage to the extent carried by Seller with all corrective work done as needed. (viii) a rent roll created in the ordinary course and relied upon by Seller. (ix) an affidavit with respect to judgments, in the form provided by the Title Company. (x) An affidavit of hazardous materials in the form provided by the Title Company. (xi) A termination of the Escrow Agent or at such other location agreed upon existing management agreement. (xii) A representation letter, in the form attached hereto as Exhibit L. Buyer may waive compliance on Seller's part under any of the foregoing items by the parties heretoan instrument in writing. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and shall deliver to Escrow Agent any additional or supplementary instructions escrow the Purchase Price and an executed Assignment and Assumption of Leases in the form attached hereto as may be necessary or convenient Exhibit B. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder to implement close the escrow and consummate the purchase of the Property in accordance with the terms of this Agreement and facilitate hereof. (i) In each proration set forth below, the closing of portion thereof applicable to the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.period beginning at 12:01 a.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset transactions contemplated by this Agreement (the “Closing”) shall will take place on concurrently with the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to execution of this Agreement by the Buyer and the Seller all parties hereto (such date or any extension thereof as described below, the “Closing Date”). The Closing will occur at, Time Being Of or be coordinated from, the offices of Holland & ▇▇▇▇ LLP, 5441 Kietzke Lane, Second Floor, Reno, Nevada, or at such other place and on such other date and time as is mutually agreeable to Buyer and Seller. The Essence with respect to Closing will be effective as of the Buyer’s and the Seller’s obligations hereunder close of business on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held parties agree to consummate the following transactions/make the following deliveries on the Closing Date at Date: (i) Seller will assign and transfer to Buyer merchantable title in and to Seller’s Membership Interests, free and clear of all liens, and shall deliver to Buyer an assignment of membership interest substantially in the offices form attached hereto as Exhibit A and incorporated herein by this reference; (ii) Any Person (including Seller) that is a manager or managing member of the Escrow Agent Company shall deliver a resignation to the Company substantially in the form attached hereto as Exhibit B and incorporated herein by this reference; (iii) The Company and Buyer shall deliver a release of Seller substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, releasing Seller for (A) any obligations owed to or at such other location agreed upon due the Company through and including the Closing Date, and (B) any liability associated with the operation of the Company from and after the Closing Date; and (iv) Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to an account or accounts designated by Seller to Buyer prior to the parties heretoClosing. (cv) Notwithstanding any other provision herein to the contrary, there Buyer shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be Seller either a limited liability company resolution confirming that all necessary or convenient to implement the terms of corporate action was taken by Buyer in entering into this Agreement and facilitate the closing proceeding to Closing or a certificate of the transactions contemplated hereby, provided Buyer’s managing member confirming that such instructions are consistent with and merely supplement Buyer was authorized to enter into this Agreement and shall not in any way modify, amend or supersede this Agreementproceed to Closing.

The Closing. (a) Subject The Closing hereunder shall be held and delivery of all items to be made at the provisions Closing under the terms of SECTION 11.1, this Agreement shall be made at the closing offices of the purchase and sale of the Asset Title Company within ten (the “Closing”10) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Datedays after Seller’s Committee approval, or such other earlier date prior thereto as mutually agreed to by the Buyer and the Seller (may mutually agree in writing; provided, however, should such date or fall during the final two (2) business days of any extension thereof as described belowcalendar month, the date shall automatically be extended to the first business day of the following calendar month such that closing will not occur during the final two (2) business days of any calendar month (the “Closing Date”). Except as otherwise provided herein, Time Being Of The Essence with respect to such date may not be extended without the prior written approval of both Seller and Buyer’s and . In the Seller’s obligations hereunder event the Closing does not occur on or before the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary hereinTitle Company shall, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Section 2, and unless it is notified by both parties to the contrary, within three (3) business days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. (b) The Closing At or before the Closing, Seller shall be held on deliver to the Closing Date Title Company, and the Title Company will deliver to Buyer, the following: (i) the Deed conveying to the Buyer the Property as required by Section 3 above; (ii) originals or copies of all leases (and amendments thereto, if any) in Seller’s Possession covering any portion of the Property, any security deposits relating thereto in Seller’s Possession, and an executed Assignment and Assumption of Leases in the form attached hereto as Exhibit (iii) Seller’s Non-Foreign Certification in the form attached as Exhibit C; (iv) notices to the tenants at the offices Property in the form attached as Exhibit D, executed by Seller; (v) the executed Assignment of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit E; (vi) an executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit G; (vii) if required by the Title Company, evidence of required limited liability company authority and an incumbency certificate to evidence the capacity of the Escrow Agent or at such signatory for Seller; (viii) to the extent in Seller’s Possession all keys, codes and other location agreed upon security devices for each parcel of the Property; (ix) a Closing Statement, mutually acceptable to Buyer and Seller, prepared in accordance with the terms of this Agreement; and (x) any other documents (a) which Seller is obligated to deliver to Buyer pursuant to this Agreement, (b) that may be requested by the parties heretoTitle Company in order to issue the Title Policy and acceptable to Seller in Seller’s reasonable discretion, and (c) that are necessary in order to effectuate the transfer of the Property as contemplated by this Agreement (x) in accordance with the terms of this Agreement or (y) pursuant to any applicable law, rule or regulation. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and shall deliver to Escrow Agent any additional or supplementary instructions escrow the Purchase Price and an executed Assignment and Assumption of Lessor’s Interest In Leases in the form attached hereto as may be necessary or convenient Exhibit B. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the Title Company to implement close the escrow and consummate the purchase of the Property in accordance with the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementhereof.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The transfer of the purchase Company Stock and sale the payment of the Asset consideration for that stock by Buyer shall be effected as provided in this Agreement on the date of closing specified below (the “Closing”) "closing"). Time shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date essence and delivery of certificates for all of the Shares at the time and place provided in this Agreement is a condition of Buyer's obligation, and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under certificates for all of the other Related Agreements (and will require the delivery shares of the extension deposits Buyer Stock to be issued under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of this Agreement at the closing date under any at such time and place is a condition of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Stockholders' obligations. (b) At the closing Stockholders shall deliver or cause to be delivered to Buyer certificates evidencing the shares. The Closing certificates evidencing the Shares so delivered shall be held on properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Buyer as Buyer may have directed prior to the Closing Date at closing. Concurrently with the offices delivery of the Escrow Agent or at such other location agreed upon by the parties hereto.the (c) Notwithstanding any other provision herein to the contrary, there The closing shall be no requirement that the Seller take place at a place and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto on a date mutually agree otherwise. The agreed by Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as Stockholders not later than January 24, 2001. The place of the closing may be necessary or convenient to implement the terms changed by mutual agreement between Buyer and Stockholders. The date and hour of closing is sometimes referred in this Agreement and facilitate to as the closing "date of closing" or the transactions contemplated hereby"closing." (d) The Certificates for the Buyer Stock to be issued to the Stockholders hereunder shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modifyOR FOR RESALE IN CONNECTION WITH, amend or supersede this AgreementANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) QUALIFICATION OF SUCH SALE OR DISPOSITION UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset (the “"Closing”") of this transaction shall take place on the Initial Closing DateDate at a time acceptable to Purchaser and Seller, orat the offices of the Title Company; provided, if extended as described belowhowever, that Purchaser and Seller reserve the Extended Closing Date, or such other earlier date as mutually agreed right to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder close this transaction on the Closing DateDate by delivering appropriate escrow instructions to the Title Company. At or prior to the Closing, the following shall occur: (a) Seller shall deliver to Purchaser a duly executed and acknowledged special warranty deed (the "Deed") in the form attached hereto as Exhibit "B" subject only to the rights to adjourn Permitted Encumbrances and taxes for the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result year of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller Closing, payment of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement which shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner prorated as herein set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default assumed by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Purchaser. (b) The Closing Seller shall be held on deliver a ▇▇▇▇ of Sale and Assignment in the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties heretoform attached hereto as Exhibit "C" conveying all Personal Property to Purchaser. (c) Notwithstanding any other provision herein to the contrary, there Seller shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent the Title Company any additional and all affidavits, certificates or supplementary instructions other documents reasonably required by the Title Company in order to cause the Title Company to issue at the Closing to Purchaser an extended coverage owner’s policy of title insurance with respect to the Property in the form and condition required by this Agreement and otherwise reasonably acceptable to Purchaser (it being understood that Purchaser will provide any certificates or undertakings reasonably required in order to induce the Title Company to insure over any “gap” period resulting from any delay in recording of documents or later-dating the title-insurance file) (d) Purchaser shall deliver to the Title Company, for the account of the Seller, the Purchase Price in Cash, plus or minus applicable prorations determined in a manner consistent with this Agreement. (e) The Title Company shall be committed to deliver to Purchaser at or as soon as practicable after the Closing, an owner's title policy with extended coverage issued by the Title Company in the amount of the Purchase Price insuring that Purchaser owns fee simple title to the Property, subject to no exceptions, other than (i) the Permitted Encumbrances, and (ii) the rights of the tenant under the Tenant Lease together with such endorsements as Purchaser may request. Seller shall pay for the cost of the extended coverage owner’s policy of title insurance and Purchaser shall pay for the cost of any endorsements that are expressly required by Purchaser (except to the extent that such endorsements have been required by Purchaser (and agreed to by Seller) in connection with curing any of Purchaser’s Title Objections or Purchaser’s Survey Exceptions). (f) Real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date. If the Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year and such proration shall be final for all purposes as of the Closing Date. All special taxes or assessments actually assessed prior to the Closing Date shall be prorated as set forth above, and those assessed after the Closing Date shall be paid by Purchaser. (g) Seller and Purchaser acknowledge that utilities (e.g., gas, electricity, and water, but not telephone or internet) are currently maintained in the name of Qualtrics, LLC pursuant to the Tenant Lease and that utilities will continue to be maintained in the name of Qualtrics, LLC after the Closing. All sums due for utilities will be paid by Qualtrics, LLC. (h) All other income and expenses, including, without limitation, insurance, from the Property shall be prorated so that Seller is entitled to such income (and shall bear such expenses) prior to the Closing Date; and Purchaser is entitled to such income (and shall bear such expenses) on and after the Closing Date. (i) To the extent that information for any proration herein is not available at the Closing, such proration shall be based on the most recent invoice or statement available, and such proration shall be final for all purposes as of the Closing Date. (j) To the extent the Seller has possession thereof, the Seller will deliver to Purchaser all keys and combinations to locks and other security devices located on the Property, and all other items in the Seller or the Seller's agent's possession constituting the Property. (k) To the extent the Seller has possession thereof, the Seller will deliver to Purchaser originals or copies of all licenses, permits, and governmental certificates and approvals relating to the Property in Seller's possession or control. (l) Seller and Purchaser shall execute and send letters to all utility companies advising of the change of ownership of the Property and an assignment to Purchaser of all utility capacity (if any) allocated to the Property. (m) Any other Closing fees charged by the Title Company (which fees shall be reasonable and consistent with other charges customarily incurred to close similar transactions in the state and county in which the Property is located) shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Seller shall pay for all fees for the recording of the deed, all documentary stamps, transfer taxes, and similar taxes and fees. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with the transaction which is the subject of this Agreement. (n) Possession of the Property shall be given to Purchaser, subject to the Permitted Encumbrances. (o) Seller shall deliver to Purchaser a "non-foreign affidavit" acknowledging that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. (p) Purchaser and Seller shall deliver to each other such documentary and other evidence as may be necessary reasonably required by them or convenient to implement the terms Title Company evidencing the status and capacity of this Agreement Purchaser or Seller and facilitate the closing authority of the transactions contemplated hereby, provided that such instructions person or persons who are consistent executing the various documents on behalf of Purchaser or Seller in connection with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing DateJanuary 31, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller 2007 (such date or any extension thereof as described belowdate, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to extend and/or adjourn the Closing Date as are expressly permitted in this Agreement. (b) The Buyer shall have the right to extend the Closing Date (as it may have otherwise be been extended pursuant in accordance with Section 4.5) for up to SECTION 4.4 or as a result 15 days (the “Extension Option”) in accordance with the terms of either party’s cure right under SECTION 11.2this subsection 2.4(b). The In order to exercise the Extension Option, the Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon must deliver written notice to the Seller and Escrow Agent of such extension delivered to the Seller no later than two Business Days prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial then scheduled Closing Date. Any extension Notwithstanding the provisions of subsection 2.4(b), the Initial Closing Date or other adjournment of parties agree and acknowledge that in no event shall the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall Buyer have the right to terminate extend the Closing Date under subsection 2.4(b) beyond the Outside Closing Date. If the Closing Date is extended under any other provision of this Agreement subject to Agreement, the terms and provisions length of SECTION 11.1the Extension Option shall be reduced accordingly so that the Closing Date shall not be extended under subsection 2.4(b) beyond the Outside Closing Date. (bc) The Closing shall be held on the Closing Date at 10:00 A.M. at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (cd) Notwithstanding any other provision herein to the contraryprovisions of subsection 2.4(b), there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing DateSeptember 26, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller 2006 (such date or any extension thereof as described belowdate, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to extend and/or adjourn the Closing Date as are expressly permitted in this Agreement. (b) The Buyer shall have the right to extend the Closing Date (as it may have otherwise be been extended pursuant in accordance with Section 4.5) for up to SECTION 4.4 or as a result 15 days (the “Extension Option”) in accordance with the terms of either party’s cure right under SECTION 11.2this subsection 2.4(b). The In order to exercise the Extension Option, the Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon must deliver written notice to the Seller and Escrow Agent of such extension delivered to the Seller no later than two Business Days prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial then scheduled Closing Date. Any extension Notwithstanding the provisions of subsection 2.4(b), the Initial Closing Date or other adjournment of parties agree and acknowledge that in no event shall the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall Buyer have the right to terminate extend the Closing Date under subsection 2.4(b) beyond the Outside Closing Date. If the Closing Date is extended under any other provision of this Agreement subject to Agreement, the terms and provisions length of SECTION 11.1the Extension Option shall be reduced accordingly so that the Closing Date shall not be extended under subsection 2.4(b) beyond the Outside Closing Date. (bc) The Closing shall be held on the Closing Date at 10:00 A.M. at the offices of the Escrow Agent S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, 425 Lexington Avenue, New York, New York, or at such other location agreed upon by the parties hereto. (cd) Notwithstanding any other provision herein to the contraryprovisions of subsection 2.4(b), there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset (the “Closing”) of the issuance of Co-Investment Units hereunder shall take place on immediately prior to the Initial Closing Date, or, if extended as described below, “Effective Time” of the Extended Closing Date, or such other earlier date as mutually agreed to by “Mergers” under the Buyer and the Seller Transaction Agreement (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect . At least [two] business days prior to the Buyer’s and Closing, Executive shall deliver to the Seller’s obligations hereunder Company the cash portion of the Contribution Amount, payable (i) if so specified on the Closing DateExecutive Master Signature Page hereto, subject only by directing the Company, APX, Solar and 2GIG to withhold from the after-tax cash proceeds (which, if not determined prior to the rights to adjourn date upon which the Closing Date as it may otherwise cash portion of the Contribution Amount must be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior Company, will be presumed for purposes of this Agreement to the expiration be [60]% of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent aggregate cash proceeds) that would otherwise be payable on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as or on the result first applicable scheduled payroll date thereafter) to the Executive (the “Transaction Agreement Proceeds”) in respect of either party’s cure right under SECTION 11.2(x) the cancellation of APX Stock Options, Solar Sub Stock Options and/or 2GIG Stock Options pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment Sections 1.7 and 2.3 of the closing date under all Transaction Agreement and/or (y) any APX Employee Closing Payments, Solar Sub Employee Closing Payments and/or 2GIG Employee Closing Payments pursuant to Section 2.2 of the other Related Agreements Transaction Agreement, and in each case, to apply such Transaction Agreement Proceeds as full or partial payment of the cash portion of the Contribution Amount and (and will require ii) if the Transaction Agreement Proceeds are insufficient to satisfy the entire cash portion of the Contribution Amount, or if Executive does not elect to apply Transaction Agreement Proceeds to the cash portion of the Contribution Amount, by delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment remainder of the closing date under any cash portion of the Related Agreements)Contribution Amount by cashier’s or certified check or by wire transfer in immediately available funds. Notwithstanding anything Any Transaction Agreement Proceeds applied to the contrary herein, if cash portion of the Closing Contribution Amount shall not have occurred on or before the Drop Dead Date be treated for any reason other than a material breach or default by the Seller or the Buyerall tax purposes as having been first distributed to Executive, then either such non-defaulting party shall have the right to terminate this Agreement subject contributed to the terms Company by and provisions on behalf of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend Executive. At the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to Executive shall execute and deliver any stock power or other transfer documents necessary to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement effect the terms of this Agreement and facilitate the closing contribution of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this AgreementVivint Shares.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Assets (the “Closing”) shall take place on the Initial Closing DateDecember 7, or, if extended as described below, the Extended Closing Date, 2018 or such other earlier date as mutually agreed to by the Buyer and the Seller may mutually agree in writing (such date or any extension thereof as described belowdate, the “Closing Date”), Time Being Of The Essence time being of the essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant expressly provided in this Agreement. Buyer shall have a one-time right to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than a period not to exceed thirty (30) days after the original Closing Date (the “Extended Closing Date upon written notice to Date”) by notifying Seller on or before the Seller of such extension delivered to the Seller date that is five (5) Business Days prior to the expiration of then-scheduled Closing Date. In consideration thereof, and concurrently with the Initial Closing Date and delivery of the Extension Deposit such notice, Buyer shall deposit with Escrow Agent in immediately available funds by wire transfer to such account as Escrow Agent shall designate to the Escrow Agent on or prior to Buyer, Thirty Three Thousand and 00/100 Dollars ($33,000.00) (the expiration of the Initial Closing Date“Extension Deposit”), as an additional non-refundable deposit. Any extension of the Initial Closing Date or other adjournment of If Buyer extends the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms Extended Closing Date, then for the purposes of this Agreement Agreement, all references to the Closing Date shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything refer to the contrary herein, if the Extended Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Date. (b) The Closing shall be held on the Closing Date at the offices of the 10:00 a.m. (Eastern Time) by “New York Style Closing” through Escrow Agent or at such other location agreed upon by the parties heretoAgent. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the or Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. Formal tender of an executed deed or the Purchase Price is hereby waived.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The transfer of the purchase Company Stock and sale the transfer (or issuance) of the Asset common stock of Buyer by Buyer shall be effected as provided in this Agreement on the date of closing specified below (the “Closing”) "closing"). Time shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date essence and delivery of certificates for all of the Shares at the time and place provided in this Agreement is a condition of Buyer's obligation, and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under certificates for all of the other Related Agreements (and will require the delivery shares of the extension deposits Buyer Stock to be issued under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of this Agreement at the closing date under any at such time and place is a condition of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Shareholders' obligations. (b) At the closing Shareholders shall deliver or cause to be delivered to Buyer certificates evidencing the Shares. The Closing certificates evidencing the Shares so delivered shall be held on properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Buyer as Buyer may have directed prior to the Closing Date at closing. Concurrently with the offices delivery of the Escrow Agent Shares, Buyer shall deliver certificates to Shareholders evidencing the shares of Buyer Stock to be issued under this Agreement duly registered in the name of the respective Shareholders. Shareholders agree to pay any taxes payable in connection with the transfer by Shareholders to Buyer of the Shares, and all costs and expenses of the performance of and compliance with all agreements and conditions contained in this Agreement to be performed or at such other location agreed upon complied with by Shareholders. Save and except for the Shareholder's legal costs in connection with this transaction shall be paid by the parties heretoCompany. (c) Notwithstanding any other provision herein At closing the Buyer shall deliver to the contraryShareholders a legal opinion from counsel for the Buyer, there shall be no requirement in form and substance satisfactory to the Shareholders, dated the date of closing to the effect that the Seller and all shares of the Buyer physically attend the Closing, issued and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto Shareholders have been duly and validly authorized and issued and are fully paid, non-assessable. (d) The closing shall take place at a place and on a date mutually agree otherwise. The agreed by Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as Shareholders not later than April 20, 2001. The place of the closing may be necessary or convenient to implement the terms changed by mutual agreement between Buyer and Shareholders. The date and hour of closing is sometimes referred in this Agreement to as the "date of closing" or the "closing." (e) The shares of Buyer stock to be transferred to Shareholders pursuant to this agreement have not been approved or disapproved by the securities and facilitate exchange commission or any state or federal governmental agency, nor has any such agency passed upon the closing accuracy of any representation made in connection with the sale of such securities. (f) The Certificate of the transactions contemplated herebyBuyer Stock to be issued to the Shareholders hereunder shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modifyOR FOR RESALE IN CONNECTION WITH, amend or supersede this AgreementANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) QUALIFICATION OF SUCH SALE OR DISPOSITION UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

The Closing. (a) Subject to the provisions of SECTION 11.1conditions set forth below, the closing of the purchase and sale of the Asset Notes and the Warrants shall take place at one or more closings (each of which is referred to in the Agreement as a “Closing”) to be held at the offices of Maxim Group LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The initial closing (“Initial Closing”) shall occur on the date hereof or at such other time and place as the Company and the Required Investors (as defined below) mutually agree (the “Initial Closing Date”). If the aggregate principal amount of the Notes and Warrants sold at the Initial Closing is less than $7.0 million (the “Maximum Offering Amount”), then, subject to the terms and conditions of this Agreement, the Company may sell and issue additional Notes and Warrants at one or more subsequent closings (each, a “Subsequent Closing”), within sixty (60) days after the Initial Closing, up to the balance of the Maximum Offering Amount to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein. Each Subsequent Closing shall take place on at such date, time and place as shall be approved by the Company in its sole discretion; provided, however, no Subsequent Closing will occur later than sixty (60) days after the Initial Closing (the “Subsequent Closing Date” together with the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the each a “Closing Date”). At each Closing, Time Being Of The Essence with respect the Company shall deliver to each Investor participating in that Closing: (i) this Agreement duly executed by the Company; (ii) such Investor’s original Note in the principal amount set forth on such Investor’s signature page attached hereto and registered in the name of such Investor; (iii) a Warrant to purchase up to the Buyernumber of Warrant Shares in the amount set forth on such Investor’s signature page attached hereto; (iv) a legal opinion of Company counsel, substantially in the form of Exhibit D attached hereto (“Opinion”); and (v) the Seller’s obligations hereunder on Registration Rights Agreement duly executed by the Closing DateCompany. At the Closing, subject only each Investor shall deliver to the rights to adjourn Company (i) this Agreement duly executed by such Investor; (ii) the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice Registration Rights Agreement duly executed by such Investor; (iii) evidence, reasonably satisfactory to the Seller of such extension Company, that the Purchase Price has been delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior in accordance with the Escrow Agreement, (iv) an executed IRS Form W-9 and (v) the Selling Stockholder Questionnaire attached as Annex B to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Registration Rights Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing a. The Closing of the purchase and sale of the Asset Group One Property (the “Group One Closing”) shall take place be coordinated through the Title Agency on a date which is fifteen (15) days following Purchaser’s delivery to Seller and Title Agency of its written approval of the Initial purchase of the Property pursuant to Section 3 (“Group One Closing Date, or, if extended as described below, the Extended Closing Date, ”) or such other earlier date as mutually may be agreed to by Seller and Purchaser; provided, however, that Group One Closing Date shall be subject to a single fifteen (15) day extension if Purchaser exercises the Buyer and Extension Right pursuant to Section 3.e. above, in which event the Seller Closing Date shall be fifteen (such date or any extension thereof as described below15) days after the expiration of the fourteen (14) day Extension Right period. In no event shall the Group One Closing occur later than October 31, 2014 (the “Group One Outside Closing Date”). At the Group One Closing, Time Being Of Purchaser shall deliver to each Group One Seller the applicable portion of the Group One Purchase Price and those items listed on Exhibit D attached hereto, and each Group One Seller shall provide Purchaser with the applicable items listed in Exhibit E attached hereto, and title to the Group One Property shall be conveyed to Purchaser free and clear of any and all liens, restrictions, encroachments and other encumbrances other than those approved or deemed approved by or waived by Purchaser pursuant to Section 5 of this Contract. b. The Essence Closing of the Group Two Property (“Group Two Closing”) shall be coordinated through the Title Agency on a date which is simultaneous with Group Two Seller’s repayment of the outstanding secured debt encumbering the Group Two Property (“Group Two Closing Date”) or such other date as may be agreed to by Seller and Purchaser; provided, however, that Group Two Closing Date shall occur no later than March 31, 2015 (the “Group Two Outside Closing Date”). At the Group Two Closing, Purchaser shall deliver to each Group Two Facility Seller the applicable portion of the Group Two Purchase Price and those items listed on Exhibit D attached hereto, and each Group Two Facility Seller shall provide Purchaser with the applicable items listed in Exhibit E attached hereto, and title to the Group Two Property shall be conveyed to Purchaser free and clear of any and all liens, restrictions, encroachments and other encumbrances other than those approved or deemed approved by or waived by Purchaser pursuant to Section 5 of this Contract. c. The proration date (“Proration Date”) shall be the Group One Closing Date for the Group One Property or the Group Two Closing Date for the Group Two Property. The following items will be prorated as of 12:01 a.m. on the Proration Date: income and operating expense items including, but not limited to taxes, utilities, rents, and any prepaid agreements, subject to Purchaser’s reasonable approval prior to the Disapproval Date, but not capital expense items and debt service payments. Notwithstanding the foregoing, any taxes — including penalties, fees and interest, or assessments levied against the Property with respect to any period of time prior to the Buyer’s and the Seller’s obligations hereunder on the Group One Closing Date or Group Two Closing Date, subject only as applicable, shall remain and be the obligation of Seller, if not provided for in the prorations, and Seller shall promptly pay, or reimburse Purchaser, as applicable, all such taxes — including penalties, fees and interest, or assessments prior to their delinquency, such obligation of Seller’s to survive the rights to adjourn the applicable Group One Closing Date as it may otherwise or Group Two Closing Date. Fifty percent (50%) of the amount of all delinquent rents due and payable under any leases of space at the Property and delinquent for thirty (30) days or less shall be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice credited to the Seller at the applicable Group One Closing Date or Group Two Closing Date and Seller shall assign all of such extension delivered its right, title and interest in all delinquent rents at the applicable Group One Closing Date or Group Two Closing Date. Delinquent rents means all rent due and payable as of the date of the Proration Date and applicable, on an accrual basis, to any period of time preceding the Seller applicable Proration Date, including but not limited to, checks received after the Proration Date, but prior to the expiration of the Initial applicable Group One Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Group Two Closing Date. Any extension As used herein, “Delinquent rents” shall not include any late charges or fees. Purchaser and Seller may, at either parties’ option any time within ninety (90) of the Initial applicable Group One Closing Date or other adjournment Group Two Closing Date, review the operating expenses of the Property and re-prorate expenses based upon actual invoices paid by either party which may have had a duration through the applicable Group One Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms or Group Two Closing Date. The provisions of this Agreement Section 12 relating to prorations shall be deemed to be an extension survive the applicable Group One Closing Date or adjournment Group Two Closing Date. d. Seller shall terminate all property management agreements for the Property as of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Group One Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties heretoGroup Two Closing Date. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing DateJune 4, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller 2007 (such date or any extension thereof as described belowdate, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as is expressly permitted in this Agreement. (b) The Buyer shall have the right to extend the Closing Date (as it may have otherwise be been extended pursuant in accordance with Section 4.5) for up to SECTION 4.4 or as a result 15 days (the “Extension Option”) in accordance with the terms of either party’s cure right under SECTION 11.2this subsection 2.4(b). The In order to exercise the Extension Option, the Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon must deliver written notice to the Seller and Escrow Agent of such extension delivered to the Seller no later than two Business Days prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial then scheduled Closing Date. Any extension of Notwithstanding the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms provisions of this Agreement subsection 2.4(b), the parties agree and acknowledge that in no event shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall Buyer have the right to terminate extend the Closing Date under this Agreement subject to subsection 2.4(b) beyond the terms and provisions Outside Closing Date. If the Closing Date is extended under any other provision of SECTION 11.1this Agreement, the length of the Extension Option shall be reduced accordingly so that the Closing Date shall not be extended under this subsection 2.4(b) beyond the Outside Closing Date. (bc) The Closing shall be held on the Closing Date at 10:00 A.M. (Eastern time) at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (cd) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transaction contemplated by this Agreement (the “Closing”) shall take place on through an escrow with Chicago Title & Trust Company (the Initial Closing Date, or, if extended as described below“Escrow Agent”) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right party to close under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed subject to be an extension or adjournment the performance by the other party of the closing date under all of the other Related Agreements (material covenants, agreements and will require the delivery of the extension deposits obligations required to be performed by such party under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred this Agreement on or before the Drop Dead Date for any reason other than Closing. At the Closing, the following shall occur: (a) Seller shall deliver to Purchaser a material breach or default by duly executed and acknowledged Special Warranty Deed (collectively, the Seller or “Deed”) in substantially the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.form attached hereto as Exhibit C. (b) The Closing Seller and Purchaser shall be held on execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the Closing Date at form of Exhibit E hereto, conveying to Purchaser the offices of the Escrow Agent or at such other location agreed upon by the parties heretoPersonal Property, Service Contracts, Warranties and Intangibles. (c) Notwithstanding any other provision herein to Purchaser shall pay the contraryPurchase Price as provided in Section 2 hereof, there and the parties shall be no requirement that execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the Buyer physically attend form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and all funds specifications of the Improvements, tenant files and documents certificates of occupancy (if applicable) relating to be delivered at the Closing may Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Escrow Agent unless Purchaser at Closing. (g) Pursuant to the parties hereto mutually agree otherwise. The Buyer terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller hereby authorize their respective attorneys shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to Escrow Agent any additional or supplementary instructions the other party such disclosures as may be necessary required by applicable law. (k) Seller shall deliver, or convenient cause to implement be delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Property, together with those endorsements set forth in Section 6(l) of this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the Property to be good and indefeasible subject to the terms of this Agreement such Title Policy and facilitate the closing exceptions specified therein. (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the transactions contemplated hereby, provided that such instructions person or persons who are consistent executing the various documents on its behalf in connection with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement, and a certificate confirming such party’s representations and warranties and, in the case of Seller, Seller will execute customary affidavits of debts, liens, and possession required by the Title Company, including, including, without limitation, those required to limit any exception for “parties in possession” to the rights of tenants, as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party such agreements as may be reasonably required as contemplated by Paragraph 17 of the LOI, including, to the extent applicable, any required REA or Sign Agreement contemplated therein.

The Closing. (a) Subject The Closing hereunder shall be held and delivery of all items to be made at the provisions Closing under the terms of SECTION 11.1this Agreement shall be made, unless otherwise expressly provided herein, or at such other location as the parties may mutually determine, at the option of Seller, at the office of, or by mail with, the closing Escrow Agent, within one hundred fifty (150) days after the date of expiration of the purchase and sale of the Asset (the “Closing”) shall take place Study Period on the Initial Closing Datedate designated by Seller, orin Seller’s sole discretion, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed on twenty (20) days advance written notice to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”). Except as otherwise provided in Section 3 hereof, Time Being Of The Essence with respect to such date may not be extended without the prior written approval of both Seller and Buyer’s and . In the Seller’s obligations hereunder event the Closing does not occur on or before the Closing Date, subject only the Escrow Agent shall, unless it is notified by both parties to the rights to adjourn contrary, within five (5) days after the Closing Date as Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement, and pay the Deposit to the party entitled thereto under the terms of this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may otherwise be extended pursuant have for its wrongful failure to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2close. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on of the Closing Documents, as hereinafter defined, by both parties and the Purchase Price by Buyer shall be deemed sufficient to effect a closing under Section 8(a). All Closing Documents to be executed by Seller, at Seller’s option, may be executed by the authorized representative of Seller at Seller’s offices in advance of Closing and attendance by the authorized representatives of Seller at Closing will not be necessary. (b) At or prior before the Closing, Seller shall deliver to Escrow Agent or, if applicable, to Buyer at the Property, the following (collectively, the “Closing Documents”): (i) Special Warranty Deed, conveying to the expiration Buyer the Property as required by Section 3 above in the form attached hereto as Exhibit F; (ii) to the extent not previously delivered to Buyer, originals or, if Seller does not have originals, copies of all Leases (and amendments thereto, if any) in Seller’s possession or control covering any portion of the Initial Closing Date. Any extension Property, any security deposits or letters of credit relating thereto, and an executed Assignment and Assumption Agreement in the form attached hereto as Exhibit G, provided that Seller may deliver possession of any such Leases to Buyer at the Property; (iii) a ▇▇▇▇ of Sale, in the form attached hereto as Exhibit H; (iv) a certificate by Seller to the effect that all of the Initial Closing Date or other adjournment representations and warranties of Seller set forth in this Agreement remain true, correct and complete in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (v) such title affidavits as may be reasonably required by the Title Company, including, without limitation, a non-imputation affidavit by the given by the Partners; (vi) to the extent not previously delivered to Buyer, rent records, tenant correspondence and related documents necessary for the orderly transition and operation of the Property in the possession or under the control of Seller; provided that Seller may deliver possession of any such records and documents to Buyer at the Property. Such records may include a schedule of all cash deposits and a check or credit to Buyer in the amount of such deposits, including any interest thereon (to the extent that applicable state law or the applicable lease requires payment of interest on such amounts) held by Seller at the Closing under the Lease. To the extent any deposits are in a form other than cash, such deposits shall be transferred to Buyer at Closing without limitation recourse. (vii) a resolution of Seller authorizing the execution of this Agreement, the conveyance documents and all other documents to be executed by Seller and the performance by Seller hereunder; (viii) Seller’s Non-Foreign Certification in the form attached as Exhibit I; (ix) notices to the tenants at the Property in the form attached as Exhibit J, executed by Seller informing them of the change in ownership of the Property; (x) to the extent not previously delivered to Buyer, evidence that all state and county property taxes due and payable as of the Closing Date have been paid; (xi) to the extent not previously delivered to Buyer, copies of all licenses and permits issued by state, county or municipal governmental authorities in Seller’s possession and relied upon by Seller for Seller’s ownership and operation of the Property; and (xii) termination of the existing management agreement for the Property. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (c) At or before the Closing, Buyer shall deliver to Escrow Agent the following: (i) the Purchase Price, as adjusted for prorations; (ii) executed Assignment and Assumption Agreement; (iii) executed ▇▇▇▇ of Sale; (iv) any documents reasonably requested by Escrow Agent, Seller or the Title Company to evidence Buyer’s capacity and authority to execute this Agreement, all documents to be executed by Seller hereunder, and to consummate Closing; and (v) a certificate by Buyer to the effect that all of the representations and warranties of Buyer set forth in this Agreement remain true, correct and complete in all material respects as of the Closing Date. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms hereof, including, without limitation, a settlement statement (the “Settlement Statement”) setting forth the charges, credits and adjustments to each party and closing escrow instructions consistent with the terms and provisions of this Agreement. (e) The following items shall be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date and the net amount thereof shall be added to or deducted from, as the result case may be, the amount of either party’s cure right the Purchase Price to be paid at the Closing: (i) general real estate, personal property and ad valorem taxes and assessments for the current tax year of the Property; (ii) taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees shall be prorated as of the Closing Date unless such utilities are billed to and paid directly by a tenant currently in possession of a portion of the premises under SECTION 11.2) pursuant a Lease, in which event no proration shall be made except to the express terms extent any such charges have been paid by Seller; (iii) rent and other income accruing for or arising from operation of the Property under the Leases (to the extent monies have actually been collected therefor); (iv) any amounts prepaid or payable under any contracts pertaining to the Property; (v) all other income and expenses relating to the Property; (vi) any other items that are customarily prorated in transactions of this Agreement nature; and (vii) any and all cash security deposits, prepaid rent and all interest earned thereon (to the extent interest is payable to tenant under applicable state law or the applicable lease) shall be a credit to Buyer at Closing provided that Buyer assumes by written instrument delivered on the Closing Date the obligation for proper disposition of the security deposits as provided in the Lease. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Property which have accrued up to the date of Closing. Seller shall retain and Buyer shall not be entitled to any credit for the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the Property. For purposes of calculating prorations, Buyer shall be deemed to be an extension or adjournment in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the closing date under all actual number of days of the other Related Agreements (and will require the delivery month which shall have elapsed as of the extension deposits under date of the other Related Agreements Closing and based upon the actual number of days in the same manner as set forth above month and vice versa in the event a three hundred sixty-five (365) day year. The amount of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything such prorations shall initially be performed by Seller and mutually agreed to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein prior to the contraryClosing, there but shall be no requirement that subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and the Buyer physically attend the Closing, agree to cooperate and all funds and documents use their best efforts to be delivered at make such adjustments no later than one hundred twenty (120) days after the Closing may (except with respect to property taxes, which shall be delivered to Escrow Agent unless adjusted within one hundred twenty (120) days after the parties hereto mutually agree otherwise. The Buyer and tax bills for the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions applicable period are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementreceived).

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Assets (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, later to occur of (i) thirty (30) days after the Extended Closing Date, or such other earlier Effective Date and (ii) the date as mutually agreed to by which is five (5) Business Days after the Buyer date on which the parties shall have received the executed Ground Lease Consents and the Seller Ground Lease Estoppels from Ground Lessor (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence TIME BEING OF THE ESSENCE with respect to the Buyereach of Seller’s and the SellerBuyer’s obligations hereunder on the Closing Date; provided, subject only to however, Buyer shall have the rights one-time right to adjourn the Closing Date as it may otherwise be extended pursuant under this Section 2.3(a) for up to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon thirty (30) calendar days, by providing written notice to the Seller of such extension delivered to the Seller at least two (2) Business Days prior to the expiration of then scheduled Closing Date, and delivering to Escrow Agent on or prior to the Initial then scheduled Closing Date and delivery of the Extension Deposit Date, cash in an amount equal to $5,000,000 in immediately available funds by wire transfer to the Escrow Agent on or prior Account (“Additional E▇▇▇▇▇▇ Money”), which additional funds shall be added to the expiration and become a part of the Initial Closing DateE▇▇▇▇▇▇ Money and thereafter become nonrefundable to Buyer except as otherwise expressly set forth in this Agreement. Any extension of the Initial The Closing Date shall be further adjourned in the event Seller or Buyer exercises any of its other adjournment of rights to adjourn the Closing as set forth in this Agreement, provided that the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of no later than September 19, 2025 (the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements“Closing Deadline Date”). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon 12:00 P.M. (Eastern Time) by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer B▇▇▇▇ physically attend the Closing, and all funds and documents to be delivered at the Closing may shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer B▇▇▇▇ and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. (c) Buyer may elect to pursue the assumption of the Existing Financing Balance at Closing by entering into assignment, assumption and release documents (and Seller shall also enter into such assignment, assumption and release documents, as applicable) in accordance with the terms of the Existing Financing, that have been approved by each of Seller, Buyer and the Existing Lender under the Existing Financing (collectively, the “Existing Financing Assumption Documents”), and in such event, at Closing: (i) Buyer shall assume the duties, obligations, and liabilities arising under the Existing Financing Documents from and after the Closing Date; and (ii) Seller and its Affiliates shall be released from all duties, obligations and liabilities under the Existing Financing Documents that first become due or otherwise arise from and after the Closing Date on such terms in accordance with the Existing Financing Documents and on such other customary terms as Existing Lender may require, including B▇▇▇▇’s assumption of liability for payment of the then outstanding principal balance (with all interest and other charges due under the Existing Financing through the Closing Date to be paid by Seller) of the Existing Financing (the “Existing Financing Balance”). If Buyer intends to assume the Existing Financing Balance at Closing, Buyer will notify Seller thereof (the “Existing Finance Election Notice”) within three (3) Business Days following the Effective Date (which Existing Finance Election Notice and election by Buyer shall be revocable by Buyer at any time subject to the terms of this Section 2.3(c), including payment of all Buyer’s Assumption Cost Obligations), in which case Buyer and Seller, as applicable, shall use commercially reasonable efforts to (i) cause the Existing Financing Assumption Documents to be fully executed and delivered to Escrow Agent in advance of the Closing as required by this Agreement and the Existing Financing, (ii) cause the Existing Lender to execute and deliver, at the Closing, an estoppel certificate in a form reasonably acceptable to Buyer (the “Existing Financing Estoppel”) and (iii) cause the Existing Lender to execute and deliver, at the Closing, a modification of the Existing Financing Documents which shall provide for the terms set forth on Schedule 2.3(c) attached hereto (the “Existing Loan Modification”) (provided that neither receipt of the Existing Financing Assumption Documents, Existing Loan Modification nor the Existing Financing Estoppel shall be a condition to Buyer’s or Seller’s obligation to close under this Agreement). If Buyer delivers an Existing Finance Election Notice, then Buyer shall be solely responsible for all fees and other charges of the Existing Lender associated with B▇▇▇▇’s election to assume the Existing Financing Balance and negotiation of the Existing Financing Assumption Documents, irrespective of whether Buyer actually assumes the Existing Financing at Closing or not (the “Buyer’s Assumption Cost Obligation”). Buyer’s Assumption Cost Obligation shall survive the Closing and any early termination of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event Buyer elects to assume the Existing Financing and the Existing Lender fails to deliver any of the Existing Financing Assumption Documents or the Existing Loan Modification at the Closing (but excluding, for avoidance of doubt, the Existing Financing Estoppel), Buyer shall have the right (in addition to any other adjournment rights which Buyer has under this Agreement), upon written notice to S▇▇▇▇▇ delivered no later than the then scheduled Closing Date, to adjourn the Closing for up to thirty (30) days.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement by this Agreement shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP in New York, New York or at such other place as the Parties may mutually determine. The closing shall occur in stages. The initial closing (the “Initial Closing”) shall occur as soon as reasonably possible after due satisfaction or waiver in writing of the last to be so satisfied or waived of all of the conditions to the Initial Closing set forth in Sections 6.1 and 6.2 (other than those conditions to be satisfied at the Initial Closing) (the date upon which the Initial Closing actually occurs being referred to herein as the “Initial Closing Date”). At the Initial Closing, the Buyer will purchase the Company Intellectual Property. The consummation of the sale and assignment of an Acquired Lease, together with all Leasehold Improvements located at the applicable Store (with respect to such Acquired Lease, the “Final Closing”) shall occur within five (5) business days following (i) receipt of written notice to Buyer from Sellers that Sellers desire to effect the assignment of such Acquired Lease, which date shall not be later than March 15, 2004, and (ii) due satisfaction or waiver in any way modify, amend writing of the last to be satisfied or supersede this Agreementwaived of all the conditions to Final Closing applicable to such Acquired Lease set forth in Sections 6.1 and 6.2 (other than those conditions to be satisfied at the Final Closing for such Acquired Lease) (the date upon which the Final Closing for an Acquired Lease actually occurs being referred to herein as the “Final Closing Date”). All Acquired Assets which are not dedicated solely to one of the Stores shall be sold and assigned at the first Final Closing to occur. (The Initial Closing and the Final Closing are some times referred to herein individually as “Closing” and together as the “Closings.”)

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset Assets pursuant to this Agreement (the “Closing”) shall take place be held at 10:00 a.m. on the Initial Closing DateSeptember 28, or, if extended as described below, the Extended Closing Date2006, or at such other earlier time and date as is mutually agreed acceptable to by the Buyer and the Seller parties (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect at a mutually acceptable location, subject to the Buyer’s satisfaction or appropriate waiver of all conditions precedent as set forth in this Agreement. The Closing shall be effective as of 12:01 a.m. on Sunday, October 1, 2006 or such other date and time as the parties may mutually designate in writing (the “Effective Time”). The Closing Date may be extended by the mutual agreement of Seller and Purchaser. At the Closing, the parties shall deliver or cause to be delivered, or perform the following: (a) Seller shall convey or cause to be conveyed to Purchaser by limited warranty deed good and marketable fee simple title to the Real Property, in “as is” condition, without warranty of title except as to matters arising by, through or under Seller’s obligations hereunder on , but with full substitution and subrogation in and to all the Closing Daterights and actions of warranty which Seller has or may have against all preceding owners, subject only to the rights Permitted Exceptions and the Assumed Liabilities. Further, Seller shall deliver to adjourn the Closing Date as it may otherwise be extended Purchaser: (i) a ▇▇▇▇ of Sale pursuant to SECTION 4.4 which Seller sells, transfers, conveys, assigns and delivers to Purchaser or New Operator, as a result applicable, all of either partySeller’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice right, title and interest in and to the Seller Assets, in “as is” condition, together with all other instruments necessary or appropriate to convey good and marketable fee simple title to the Assets, free and clear of all Liens except the Permitted Exceptions and the Assumed Liabilities; (ii) the Release of Liens Agreement from Cornell Capital Partners, LP described in Section 4.4(a) and 4.4(c) hereof; (iii) possession of the Assets to the Purchaser or New Operator, as applicable; (iv) an Assignment and Assumption Agreement pursuant to which the New Operator agrees to assume the Assumed Liabilities, together with written consents and agreements to the assignment of the Assumed Leases and the Assumed Contracts, and such extension other consents, waivers, releases and other agreements pertaining to the Assets as required in this Agreement; (v) copies of all the Required Consents; (vi) copies of all personnel, employment and benefit records that relate to any former or current employees of the Nursing Home shall be delivered to New Operator; and (vii) such other certificates, instruments, affidavits and other documents as Purchaser, the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on New Operator or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1its counsel may reasonably request. (b) The Closing Seller shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties heretopay any applicable Georgia property transfer tax. (c) Notwithstanding Purchaser shall deliver (or cause to be delivered) to Seller: (i) the Purchase Price as set forth in Section 3.1; and (ii) such other documents as Seller or its counsel may reasonably request. (d) Any ad valorem, personal property, and excise taxes payable under Georgia law with respect to the Assets, which relate to the 2006 tax year, shall be pro-rated between Purchaser and Seller, and when actual information is available, the final adjustments and pro-rations shall be determined and settlement shall be made between the parties. (e) Seller, Purchaser and New Operator shall each bear their own fees and expenses for legal, financial, accounting and consulting, as well as any other provision herein to the contraryfees and expenses incurred by such party, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at whether or not the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementoccurs.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 2800, Chicago, Illinois, on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, third Business Day (or such other earlier date as the Parties may mutually agreed agree) following the satisfaction or waiver of all of the conditions to by the Buyer obligations of the Parties to consummate the Closing as set forth in Article VII (other than conditions with respect to actions the Parties shall take at the Closing itself, or with respect to the PA Subsidiary Sale, if applicable, and the Seller Conversions, which will be taken one (1) Business Day prior to the Closing, or which, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing) (the date or any extension thereof as described belowon which the Closing ultimately occurs, the “Closing Date”). The Closing shall be deemed to have been consummated at the Cut-off Time. (b) As to any of the Assumed Existing Loans (other than the Radian Loan), Time Being Of The Essence with respect if Buyer has been unable to obtain a Lender Consent for an Assumed Existing Loan by the earlier of (x) June 1, 2016 and (y) the date which Seller would be required, pursuant to the Buyer’s and the Seller’s obligations hereunder loan documents for such Existing Loan, to notify Lender of a prepayment or defeasance of such Existing Loan in order to prepay or defease such Existing Loan on the Closing End Date, subject only then Seller shall provide to the rights to adjourn the Closing Date as it may otherwise Lender for such Existing Loan a notice of prepayment or, if prepayment is not available, defeasance (a copy of which shall be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension simultaneously delivered to Buyer), and such Existing Loan shall be deemed a Prepaid Existing Loan for purposes of this Agreement (and Annex A and Annex E shall be updated accordingly); provided, however, that Buyer shall continue to have the Seller prior right to seek a Lender Consent for such Existing Loan through the expiration of the Initial Closing Date End Date, and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent if, on or prior to the expiration of End Date, Buyer is able to obtain (i) a Lender Consent for such Existing Loan and (ii) to the Initial Closing Date. Any extension of the Initial Closing Date extent such notice or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) prepayment or defeasance was expressly irrevocable pursuant to the express terms loan documents for such Existing Loan, a consent from the lender for such Existing Loan to rescind such notice of prepayment of defeasance, such Existing Loan shall be deemed as of the End Date an Assumed Existing Loan for purposes of this Agreement (and Annex A and Annex E shall be deemed updated accordingly). If the Lender Consent under the Radian Loan has not been obtained by May 31, 2016 and Buyer has made the election pursuant to Section 6.13(c) to exclude (or failed to timely provide written notice electing to exclude) from the Closing the Radian Company Subsidiaries, then Annex A (Assumed Existing Loans) shall be an extension or adjournment of the closing date under all of the other Related Agreements updated by Seller and promptly (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementevent within one (1) Business Day thereafter) to exclude the Radian Loan.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset transactions contemplated by this Agreement (the “Closing”) shall will take place on concurrently with the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to execution of this Agreement by the Buyer and the Seller all parties hereto (such date or any extension thereof as described below, the “Closing Date”). The Closing will occur at, Time Being Of or be coordinated from, the offices of Holland & ▇▇▇▇ LLP, 5441 Kietzke Lane, Second Floor, Reno, Nevada, or at such other place and on such other date and time as is mutually agreeable to Buyer and Seller. The Essence with respect to Closing will be effective as of the Buyer’s and the Seller’s obligations hereunder close of business on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held parties agree to consummate the following transactions/make the following deliveries on the Closing Date at Date: (i) Seller will assign and transfer to Buyer merchantable title in and to Seller’s Membership Interests, free and clear of all liens, and shall deliver to Buyer an assignment of membership interest substantially in the offices form attached hereto as Exhibit A and incorporated herein by this reference; (ii) Any Person (including Seller) that is a manager or managing member of the Escrow Agent or at such other location agreed upon Company shall deliver a resignation to the Company substantially in the form attached hereto as Exhibit B and incorporated herein by the parties hereto.this reference; (ciii) Notwithstanding The Company and Buyer shall deliver a release of Seller substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, releasing Seller for (A) any other provision herein obligations owed to or due the contraryCompany through and including the Closing Date, there and (B) any liability associated with the operation of the Company from and after the Closing Date; and (iv) Buyer shall be no requirement that deliver to Seller the Purchase Price by delivery to Seller and the by wire transfer of immediately available funds, to an account designated by Seller to Buyer physically attend the prior to Closing, and all funds and documents to be delivered at of the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The sum of Nine Million Three Thousand Dollars ($9,003,000.00); (v) Buyer and the Seller hereby authorize their respective attorneys to execute and shall deliver to Escrow Agent any additional or supplementary instructions as may be Seller either a limited liability company resolution confirming that all necessary or convenient to implement the terms of corporate action was taken by Buyer in entering into this Agreement and facilitate proceeding to Closing or a certificate of Buyer’s managing member confirming that Buyer was authorized to enter into this Agreement and proceed to Closing; (vi) Buyer shall pay to Seller, by wire transfer of immediately available funds, to an account designated by Seller to Buyer prior to Closing, the closing following amounts: (A) the sum of Twenty-Five Thousand Dollars ($25,000.00), in consideration of Company’s up-front payment to NRC Environmental Services, Inc. (“NRC”) of all funds necessary to settle NRC’s mechanic’s lien against the Land; (B) the sum of One Hundred Ninety-Seven Thousand Five Hundred Dollars ($197,500.00), which sum represents Buyer’s portion of the settlement funds Company provided to NRC in order to settle NRC’s mechanic’s lien against the Land; (C) the sum of Forty One Thousand Dollars ($41,000), which sum represents payment of various agreed upon Seller transaction expenses incurred in connection with the transactions contemplated herebyhereby and in connection with certain related matters; and (D) the sum of Twenty-Four Thousand Four Hundred Dollars ($24,400.00), provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementwhich sum represents an unintended shortfall of January 2016 rent under the Lease.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing Payment of the purchase and sale price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the Asset certificates for the Firm Shares to the Underwriter through the facilities of The Depository Trust Company (the “ClosingDTC”) for the account of the Underwriter. Such payment and delivery shall take place be made at 1:00 P.M., New York time, on the Initial Closing DateJanuary 18, or, if extended as described below, the Extended Closing Date2011, or such other earlier date as mutually agreed to by the Buyer Underwriter and the Seller Company (such date or any extension thereof as described belowdate, the “Closing Date”); provided, Time Being Of The Essence with respect however, the Company shall not be obligated to the Buyer’s deliver and the Seller’s obligations hereunder on Underwriter shall not be obligated to purchase the Closing DateFirm Shares unless and until the Company shall have received notification from the NYSE Amex Exchange that the NYSE Amex Exchange has approved the Additional Listing Application (“NYSE Amex Approval”) and provided further, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent that if NYSE Amex Approval does not occur on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of January 18, 2011, this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (automatically terminate and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting neither party shall have any further obligations hereunder. The time at which such payment and delivery are to be made is hereinafter sometimes called the right to terminate this Agreement subject “Time of Purchase.” Electronic transfer of the Firm Shares shall be made to the terms Underwriter at the Time of Purchase in such names and provisions of SECTION 11.1in such denominations as the Underwriter shall specify. (b) The Closing Payment of the purchase price for the Additional Shares shall be held made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriter at the Additional Time of Purchase in such names and in such denominations as the Underwriter shall specify. (c) Delivery of the documents required to be delivered to the Underwriter pursuant to Sections 4 and 6 hereof shall be at 1:00 P.M., New York time, on the Closing Date or the Additional Closing date, as the case may be, at the offices of the Escrow Agent or at such other location agreed upon by the parties heretoUnderwriter as first set forth above. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The Closing of the purchase and sale of the Asset (the “Closing”) shall take place Premises is to be held at 10:00 am on the Initial Closing Datefirst business day following the twentieth (20th) day after the entry of the Court Order, or, if extended as described below, at the Extended Closing Dateoffice of the Receiver, or at such other earlier date time and place prior thereto as mutually may be agreed to by the parties, provided that the Closing has not been stayed or enjoined by a court of competent jurisdiction. In the event Court approval of this Agreement and conveyance contemplated hereunder is not obtained by the Receiver on or before June 30, 2015, or the Receiver is unable to convey title to the Premises in accordance with the terms of this Agreement, then the Receiver shall return to the Buyer all sums paid by the Buyer to the Receiver pursuant to this Agreement, with interest earned thereon, if any, and all other obligations of the Seller (such date parties hereto shall cease and this Agreement shall be null and void without recourse or any extension thereof as described beloweither party hereto. At the Closing, Buyer shall pay the remainder of the Purchase Price set forth in Section 5 hereof by certified or bank check of immediate available funds drawn on a local bank. It is agreed and understood that TIME IS OF THE ESSENCE of this Agreement. At Closing, Buyer shall provide Sellers with a copy of the Municipal Lien Certificate or other evidence of payment of taxes reasonably satisfactory to Seller, and a settlement statement with the basis for the computation of all adjustments and other entries on the Settlement Statement. At the Closing, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise 's net proceeds bank or certified check shall be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration and held in escrow pending recording of the Initial Closing Date and Deed, at which time such funds shall be released from escrow. Buyer agrees to record the Deed in the appropriate recording office forthwith after delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Datesame. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement This provision shall be deemed to be an extension or adjournment survive the Closing. Buyer shall notify Seller forthwith of the closing date under all recording of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Deed. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject a. The closing of title to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset Group One Properties (the “Group One Closing”) shall take place be coordinated through an escrow with the Title Company on the Initial Closing DateNovember 3, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller 2011 (such date or any extension thereof as described below, the “Group One Closing Date”), Time Being Of The Essence TIME BEING OF THE ESSENCE, subject to Seller’s right to adjourn the Group One Closing Date pursuant to Section 5 to cure Title Objections and Section 6 to cure conditions precedent, if any; it being understood that Seller’s adjourned Group One Closing Date shall be TIME OF THE ESSENCE as to the parties. At the Group One Closing, Purchaser shall deliver to Seller the Group One Purchase Price and those items listed on Exhibit G attached hereto, and Seller shall provide Purchaser with the items listed in Exhibit F attached hereto. b. Except as provided in Sections 5h and 5m hereof, the closing of title to the Group Two Properties (the “Group Two Closing”) shall be coordinated through an escrow with the Title Company on the date which is the earlier of ten (10) days after the lenders or servicers for all of the Existing Mortgage Loans approve the Purchaser’s assumption of the Existing Mortgage Loan or July 31, 2012, but in no event earlier than January 1, 2012 (the “Group Two Closing Date”), subject to Seller’s right to adjourn the Group Two Closing Date pursuant to Section 5 to cure Title Objections; it being understood that Seller’s adjourned Group Two Closing Date shall be TIME OF THE ESSENCE as to the parties. At the Group Two Closing, Purchaser shall deliver to Seller the Group Two Purchase Price, less (i) the Existing Mortgage Loan for the Group Two Properties and (ii) the amount of the Group Two ▇▇▇▇▇▇▇ Money (not including any interest earned thereon) held by the Escrow Agent and those items listed on Exhibit G attached hereto, and Seller shall provide Purchaser with the items listed in Exhibit F attached hereto. Notwithstanding the foregoing, except with respect to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as described in Section 5m hereof, in the Buyer’s event that the lender/servicers with the respect to the Group Two Properties has not approved and the Seller’s obligations hereunder closed on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent Loan Assumptions on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred Group Two Properties on or before the Drop Dead Date for any reason other than a material breach or default by the July 31, 2012, TIME BEING OF THE ESSENCE, Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject by sending written notice to the terms Purchaser and provisions upon delivery of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of such notice the Escrow Agent or at such other location agreed upon by shall return the parties hereto. (c) Notwithstanding any other provision herein Group Two ▇▇▇▇▇▇▇ Money to the contrary, there Purchaser and upon delivery of the Group Two ▇▇▇▇▇▇▇ Money to the Purchaser this Agreement shall be no requirement that automatically terminated and null and void with respect to the Seller Group Two Properties, except for those terms and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms conditions which specifically survive termination of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. c. Except as expressly provided otherwise in this Contract, the proration date (“Proration Date”) shall be two (2) days prior to each of the Group One Closing Date and the Group Two Closing Date, as the case may be. The following items will be prorated as of 12:01 AM on the Proration Date in accordance with the Customs in respect to Title Closing Recommended by the Real Estate Board of New York, Inc.: income and operating expense items including, but not limited to taxes, utilities, rents, security deposits under any ground leases, if any, any prepaid agreements, but not capital expense items, interest on any assumed mortgage loans pursuant to Section 5e(2) or Section 5e(3)(D). Seller shall receive a credit for all escrows and reserves being held pursuant to the Existing Mortgage Loan and the Mortgage Loan. d. At the Group One Closing and the Group Two Closing, as the case may be, the parties shall apportion all rents (based on actual collections), expenses (including without limitation prepaid advertising, real estate taxes), fuel, if any, based on Seller’s actual cost thereof, reserves and/or escrows that were being held by the lenders in connection with the Existing Mortgage Loans and the Mortgage Loans and real estate taxes (on the basis of the fiscal period on which they are assessed, and if not so assessed, on the basis of the most recent fiscal period for which assessed) and service contracts, all as of the Proration Date. Purchaser shall pay Seller at the Group One Closing and the Group Two Closing, as applicable, 85% of any actual accrued rent from tenants that are less than thirty days delinquent. For the thirty day period following the Group One Closing and the Group Two Closing, as applicable, Purchaser shall use reasonable efforts to collect delinquent rents from tenants that are more than thirty days but less than sixty-one days delinquent and shall promptly forward such collected rents to Seller. After the aforesaid thirty day period, Purchaser shall have no obligation to collect delinquent rents on behalf of Seller. Any delinquent rent that is payable for periods of more than sixty (60) days prior to the Group One Closing Date and the Group Two Closing Date, as applicable, or delinquent rent collected after the aforesaid thirty day period, will become the property of the Purchaser at Group One Closing or the Group Two Closing, as applicable, or if and when collected. The parties shall adjust any prorations or adjustments as of the Group One Closing Date and the Group Two Closing Date, as applicable, within thirty (30) days after the Group One Closing and the Group Two Closing, as applicable, to reflect any corrections which are required as a result of information or receipts which become available after such rent rolls are prepared. Seller shall, at Seller’s election, either transfer all utilities into Purchaser’s name upon the Group One Closing and the Group Two Closing, as applicable, or close Seller’s utility accounts upon the Group One Closing and the Group Two Closing, as applicable, and any amounts attributable to Purchaser and paid by Seller shall be included in the thirty (30) day post closing adjustment, if any, including without limitation any deposits Seller may have made to any utility companies for which Seller shall receive a credit at the Group One Closing or the Group Two Closing. e. Seller shall cause all employees designated by Seller in accordance with Section 3g above, whether or not same are re-employed by Purchaser, to be terminated, and Seller or its affiliates shall be responsible for all wages, bonuses, vacation pay, and sick pay, if any, due such employees as of the Group One Closing Date and the Group Two Closing Date, as applicable and for any severance payment, unemployment compensation or other obligations, if any, due such employees as of the Group One Closing Date and the Group Two Closing Date, as applicable.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transactions contemplated by this Agreement (the “Closing”) shall take place electronically, through the exchange of documents, on the Initial fifth Business Day following the satisfaction or waiver of the conditions precedent to Closing Date, or, if extended as described below, the Extended Closing Dateset forth in this Agreement, or at such other earlier date time and place as mutually may be agreed to by the Buyer and Parties. The date on which the Seller (such date or any extension thereof Closing is to occur is herein referred to as described below, the “Closing Date”. At the Closing the following transactions shall occur, and the following documents shall be delivered, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) Buyer shall cause Company to issue the Purchase Shares to Seller or to a designee or assignee designated by Seller. (b) Seller shall sell, assign, transfer and deliver to Company Seller’s entire, right, title and interest in the Transferred Assets and provide Buyer with any item of the Transferred Assets which is in tangible form (including documents, materials and hard copy data). (c) Seller shall deliver to Company with a copy to Buyer an executed b▇▇▇ of sale for the Transferred Assets and executed letters of assignment for the Patent Application and the Contracts in a form reasonably satisfactory to Buyer and Company accompanied by any consent required under the Contracts in connection with the assignment thereof. (d) The Parties shall execute such assignments and any other instruments of conveyance as required or as Buyer or Company may reasonably request, to effectively consummate the transactions under the Agreement. (e) [Reserved.] (f) Seller shall deliver to Company with a copy to Buyer of the resolution of the board of directors of Seller authorizing and approving this Agreement, the other ancillary agreements and any other instruments, certificates and agreements. (g) [Reserved.] (h) A Compliance Certificate dated as of the Closing Date and signed by the Chairman of the Board of Directors of Seller, or the Chief Commercial Officer of Seller, in the form attached hereto as Schedule 2.6(h), Time Being Of The Essence with respect to confirming that all of the Buyer’s representations and warranties made by the Seller’s obligations hereunder Seller in Article III were true and correct as of the Original Execution Date and are true and correct in all material respects on and as of the Closing Date as though made on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to and that the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit has performed in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right all material respects all obligations required under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred performed by it on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Closing. (bi) The Closing shall be held on the Closing Date at the offices Such other customary instruments of the Escrow Agent transfer, assumption, filings or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein documents, in form and substance reasonably satisfactory to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions Company, as may be necessary or convenient required to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede give effect to this Agreement.

The Closing. (a) Subject The Closing hereunder shall be held and delivery of all items to be made at the provisions Closing under the terms of SECTION 11.1, this Agreement shall be made at the closing offices of the purchase and sale of the Asset Title Company within ten (the “Closing”10) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Datedays after Seller’s Committee approval, or such other earlier date prior thereto as mutually agreed to by the Buyer and the Seller (may mutually agree in writing; provided, however, should such date or fall during the final two (2) business days of any extension thereof as described belowcalendar month, the date shall automatically be extended to the first business day of the following calendar month such that closing will not occur during the final two (2) business days of any calendar month (the “Closing Date”). Except as otherwise provided herein, Time Being Of The Essence with respect to such date may not be extended without the prior written approval of both Seller and Buyer’s and . In the Seller’s obligations hereunder event the Closing does not occur on or before the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary hereinTitle Company shall, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Section 2, and unless it is notified by both parties to the contrary, within three (3) business days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. (b) The Closing At or before the Closing, Seller shall be held on deliver to the Closing Date Title Company, and the Title Company will deliver to Buyer, the following: (i) the Deed conveying to the Buyer the Property as required by Section 3 above; (ii) originals or copies of all leases (and amendments thereto, if any) in Seller’s Possession covering any portion of the Property, any security deposits relating thereto in Seller’s Possession, and an executed Assignment and Assumption of Leases in the form attached hereto as Exhibit B; (iii) Seller’s Non-Foreign Certification in the form attached as Exhibit C; (iv) notices to the tenants at the offices Property in the form attached as Exhibit D, executed by Seller; (v) the executed Assignment of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit E; (vi) an executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit G; (vii) if required by the Title Company, evidence of required limited liability company authority and an incumbency certificate to evidence the capacity of the Escrow Agent or at such signatory for Seller; (viii) to the extent in Seller’s Possession all keys, codes and other location agreed upon security devices for each parcel of the Property; (ix) a Closing Statement, mutually acceptable to Buyer and Seller, prepared in accordance with the terms of this Agreement; and (x) any other documents (a) which Seller is obligated to deliver to Buyer pursuant to this Agreement, (b) that may be requested by the parties heretoTitle Company in order to issue the Title Policy and acceptable to Seller in Seller’s reasonable discretion, and (c) that are necessary in order to effectuate the transfer of the Property as contemplated by this Agreement (x) in accordance with the terms of this Agreement or (y) pursuant to any applicable law, rule or regulation. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and shall deliver to Escrow Agent any additional or supplementary instructions escrow the Purchase Price and an executed Assignment and Assumption of Lessor’s Interest In Leases in the form attached hereto as may be necessary or convenient Exhibit B. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the Title Company to implement close the escrow and consummate the purchase of the Property in accordance with the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementhereof.

The Closing. (a) Subject Unless this Agreement is earlier terminated pursuant to the provisions of SECTION 11.1Section 8.1.4, the closing consummation of the purchase and sale of the Asset transactions contemplated herein (the “Closing”) shall will take place on the Initial Closing Datedate that is no later than the first (1st) Business Day of the calendar month that starts immediately following the second (2nd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, orbut subject to the satisfaction or waiver thereof) and will take place by email exchange of relevant signature pages, if extended deliveries and other documents as described belowherein (with originals, the Extended Closing Dateas applicable, to follow via regular or such other earlier date as mutually agreed to by the overnight mail), unless Buyer and Sellers’ Representative otherwise mutually agree. The date on which the Seller (such date or any extension thereof as described below, Closing actually occurs is the “Closing Date”).” The transfers and deliveries described in Article 6 are mutually interdependent and regarded as occurring simultaneously, Time Being Of The Essence with respect and, any other provision of this Agreement notwithstanding, no one transfer or delivery becomes effective or is deemed to have occurred until all of the other transfers and deliveries provided for in Article 6 also have occurred or been waived in writing by the party entitled to the transfer or delivery, it being understood that Sellers’ Representative has the authority to waive, on behalf of the Seller Parties or any Seller Party, any delivery required at or before the Closing by Buyer’s and . Notwithstanding the Seller’s obligations hereunder actual occurrence of the Closing at any particular time on the Closing Date, subject only to the rights to adjourn the Closing Date shall be deemed effective as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent 12:01 a.m. Eastern Time on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements “Effective Time”); provided, however, that Transaction Bonuses, Selling Expenses, and Closing Indebtedness (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (bsimilar amounts) The Closing shall be held actually paid on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon economically borne by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and paid by Buyer or an Acquired Company (at the Buyer physically attend direction of the Seller) on the Closing Date, and any Tax deductions related thereto, shall be allocated to the Seller for income tax purposes to the extent permitted by applicable Law. For purposes of passage of title and risk of loss, the effective time is the actual time of the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of described in this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this AgreementArticle 7.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) The Closing hereunder shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date held and delivery of the Extension Deposit in immediately available funds by wire transfer all items to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of be made at the Closing Date (including without limitation as under the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment made at the offices of the closing Title Company on April 30, 1998, or such other date under all prior thereto as Buyer and Seller may mutually agree in writing (the "Closing Date"). Such date may not be extended without the prior written approval of the other Related Agreements (both Seller and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in Buyer. In the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall does not have occurred occur on or before the Drop Dead Date for any reason other than a material breach or default by Closing Date, the Seller or the BuyerTitle Company shall, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Section 2, and unless it is notified by both parties to the contrary, within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. The delivery to the Escrow Agent of the Closing Documents, as hereinafter defined, by both parties and the Purchase Price by Buyer shall be deemed sufficient to effect a closing under Section 8(a). (b) The At or before the Closing, Seller shall deliver to escrow the following (collectively, the "Closing Documents"): (i) special warranty deed - statutory form conveying to the Buyer the Property as required by Section 3 above in the form attached hereto as Exhibit I; (ii) originals or, if Seller does not have originals, certified true, complete and correct copies of all leases (and amendments thereto, if any) in Seller's actual and physical possession covering any portion of the Property, any security deposits relating thereto, and an executed Assignment and Assumption of Lease in the form attached hereto as Exhibit G; (iii) a Bill of Sale, in the form attached hereto as Exhibit J; (iv) a certificate by Seller to the effect that all of the representations, warranties and covenants set forth in this Agreement remain true, correct and complete as of the Closing Date; (v) a Certified Rent Roll in the form attached hereto as Exhibit B, dated as of the date of Closing Date consistent with prior Certified Rent Rolls and Tenant Estoppel Certificates; (vi) such title affidavits or other documents as may be reasonably required by the Title Company with copies thereof to the Buyer; (vii) all rent records and related documents in the possession or under the control of Seller. Such records may include a schedule of all cash deposits and a check or credit to Buyer in the amount of such deposits, including any interest thereon (to the extent that applicable state law or the applicable lease requires payment of interest on such amounts) held by Seller at the Closing under the Lease. To the extent any deposits are in a form other than cash, such deposits shall be held on transferred to Buyer at Closing without recourse. (viii) To the Closing Date extent in Seller's possession or control, originals or copies of all current site plans, surveys, architectural drawings, plans and specifications, engineering plans and studies, floor plans, soil reports, environmental studies, and landscape plans. To the extent such items are in Seller's possession or control, Seller shall also deliver (i) originals (or copies, if originals are not then available) of all then effective assignable guaranties, warranties and/or payments and performance bonds made by any person for the benefit of Seller with respect to the Property of any of its components, together with an instrument assigning such guaranties and warranties to Buyer and (ii) originals (or copies, if originals are not then available) of all certificates, Licenses, permits authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction, to the extent such items are in Seller's possession or control. (ix) to the extent available, originals (or copies, if originals are not available) of all documents and books and records necessary for the continued operation of the Project, including without limitation, rent rolls, lease files, rent records, escalation records and statements and maintenance records; (x) an original resolution of Seller authorizing the execution of this Agreement, the conveyance documents and all other documents to be executed by Seller and the performance by Seller hereunder; (xi) Seller's Non-Foreign Certification in the form attached as Exhibit C; and (xii) notices to the tenants at the offices Property in the form attached as Exhibit D, executed by Seller informing them of the Escrow Agent or at such other location agreed upon change in ownership of the Property. (xiii) an executed Assignment of Warranties, Guaranties and Service Contracts in the form attached as Exhibit O. Buyer may waive compliance on Seller's part under any of the foregoing items by the parties heretoan instrument in writing. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, Buyer shall deliver to escrow the Purchase Price, as adjusted for prorations, and an executed Assignment and Assumption of Leases in the form attached hereto as Exhibit G. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (e) The following items shall be prorated separately for each property identified on Schedule A as of 11:59 p.m. on the date immediately preceding the Closing Date and the net amount thereof shall be added to or deducted from, as the case may be, the amount of the Purchase Price to be paid at the Closing: (i) general real estate, personal property and ad valorem taxes and assessments for the current tax year of the Property. If any such taxes or assessments are payable in installments, all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be paid for by the Seller; (ii) taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees; (iii) rent and other charges under the Leases (to the extent monies have actually been collected therefor), including any free rent under any of the Leases; Buyer shall receive a credit at Closing for any free rent or other tenant concessions due under any Lease subsequent to Closing; (iv) all other income and expenses relating to the Property; (v) any other items that are customarily prorated in transactions of this nature; and (vi) any and all funds cash security deposits, prepaid rent and documents all interest earned thereon (to the extent interest is payable to tenant under applicable state law or the applicable lease) shall be a credit to Buyer at Closing. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Property which have accrued up to the date of Closing. Seller shall retain and Buyer shall not be entitled to any credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the Property. For purposes of calculating prorations, Buyer shall be deemed to be delivered in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the date of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall initially be performed by Seller and mutually agreed to by the parties prior to Closing, but shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing may (except with respect to property taxes, which shall be delivered adjusted within sixty (60) days after the tax bills for the applicable period are received). Buyer shall, post Closing based on April 30, 1998 receivables, purchase accounts receivable relating to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and Property from Seller at a price equal to the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms following percentage of this Agreement and facilitate the closing such outstanding accounts receivable: 100% of the transactions contemplated hereby, provided that such instructions are consistent with amount of accounts receivable less than 31 days old; and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.0% of the amount of accounts receivable over 30 days old;

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) A. The Closing shall be held on thirty (30) calendar days following the Closing Date conclusion or waiver of the Study Period at the offices of Rattikin Title Company, 611 Throckmorton, Fort Wort▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇uch oth▇▇ ▇▇▇▇▇▇▇▇ as may be acceptable to Seller and Purchaser. Purchaser may extend the Escrow Agent or at such other location agreed upon date of the Closing by the parties hereto. an additional thirty (c30) Notwithstanding any other provision herein to the contrary, there shall be no requirement calendar days by depositing an additional $15,000.00 of non-refundable earnest money with Ratti▇▇▇ ▇itle Company so that the Deposit (exclusive of any interest earned thereon) is $40,000.00, provided that Purchaser gives Seller and advance written notice of its election to so extend the Buyer physically attend Closing. Such written notice must be received by Seller no later than the date which is fifteen (15) calendar days after the conclusion or waiver of the Study Period. The date upon which the Closing is scheduled to occur is referred to herein as the "Closing." B. At the Closing, Seller shall execute, acknowledge, and deliver to Purchaser a special warranty deed conveying the Property to Purchaser ("Deed of Conveyance"). At the Closing, Purchaser shall deliver to Seller the Purchase Price and other appropriate consideration as set forth herein. Seller shall deliver, if applicable, a standard title closers affidavit. Purchaser shall have the obligation to pay any sales tax applicable to such transfer of personal property, and shall indemnify and hold Seller harmless with respect thereto. This provision shall survive the Closing. C. Seller shall pay the costs relating to the releasing of any existing loans or mortgages on the Property and Purchaser shall pay any and all funds other Closing costs and documents expenses including, but not limited to transfer taxes and charges, recordation and similar taxes and charges imposed upon or in connection with the transfer of the Property and the cost of recording the Deed of Conveyance. Seller shall pay for the reasonable cost of TILTA survey of the Property provided such cost is agreed to by Seller in writing in advance. Seller shall pay for the cost of title insurance and all other associated title insurance charges except for the 15% additional title premium required to delete the survey exception from the title commitment. Purchaser agrees to pay all expenses related to any loan or mortgage in connection with the purchase of the Property. Purchaser and Seller will each pay their own counsel fees in connection with this matter and each shall bear equally any escrow fees imposed by the Escrow Agent. In the event Purchaser does not close the transaction contemplated by this Agreement, except for Seller's breach, Purchaser shall pay Seller for the cost of the survey and any title charges, which will be delivered at withheld from the Closing may Deposit. Purchaser agrees to pay for any additional survey costs for work required by Purchaser or by any potential lender. D. Real estate taxes, rents, utilities and charges in connection with maintenance agreement and similar charges shall be prorated between Purchaser and Seller as of the Closing. E. Possession of the Property shall be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing Purchaser immediately upon consummation of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this AgreementClosing.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset and related transactions contemplated by this Agreement (the “Closing”) shall take place occur at 11:00 a.m. (Mountain Time) on the Initial Closing DateDecember 28, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller 2010 (such date or any extension thereof as described below, the “Closing Date”)) through an escrow with Escrow Agent, Time Being Of The Essence with respect whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. (b) If (a) any of the conditions precedent to Closing set forth in this Agreement (including, without limitation, Purchaser’s Closing Conditions or Seller’s Closing Conditions) are not satisfied or deemed satisfied or waived pursuant to the Buyerterms of this Agreement on or before the Closing Date, or (b) if either party otherwise desires to extend the Closing Date, then either party may at its election extend the Closing Date from time to time, upon notice to the other, for up to a period of three (3) days; provided, however, in no event shall the Closing Date be extended beyond December 31, 2010. If neither Seller nor Purchaser elects to extend the Closing Date, or if the unsatisfied condition is not satisfied by any such extended date, then (i) Purchaser, if the unsatisfied condition is a condition to Purchaser’s and obligations hereunder, or (ii) Seller, if the unsatisfied condition is a condition to Seller’s obligations hereunder, may either (x) waive such condition and proceed to Closing without any abatement of the Purchase Price, (y) terminate this Agreement, or (z) Purchaser, if the unsatisfied condition is a condition to Purchaser’s obligations hereunder on and arises from a default by Seller under this Agreement, exercise its remedies pursuant to the terms of this Agreement. if this Agreement is terminated by either party under the foregoing provisions, each party shall be relieved of further liability or obligation under this Agreement, except for the Survival Provisions. If Purchaser elects to proceed to Closing Datenotwithstanding an unsatisfied condition, then upon Closing such unsatisfied condition(s) shall be deemed irrevocably waived by Purchaser (subject to Purchaser’s right to specific performance as provided in this Agreement), including any claim Purchaser might have had against Seller following Closing related to such unsatisfied condition. An election by Purchaser or Seller to terminate this Agreement because of the non-satisfaction of a condition precedent hereunder shall release the party whose acts or omissions were in breach of this Agreement and caused such condition not to be satisfied from liability, if any, arising under this Agreement, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as remedies set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transaction contemplated by this Agreement (the “Closing”) shall take place on through an escrow with Chicago Title & Trust Company (the Initial Closing Date, or, if extended as described below“Escrow Agent”) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right party to close under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed subject to be an extension or adjournment the performance by the other party of the closing date under all of the other Related Agreements (material covenants, agreements and will require the delivery of the extension deposits obligations required to be performed by such party under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred this Agreement on or before the Drop Dead Date for any reason other than Closing. At the Closing, the following shall occur: (a) Seller shall deliver to Purchaser a material breach or default by duly executed and acknowledged Special Warranty Deed (collectively, the Seller or “Deed”) in substantially the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.form attached hereto as Exhibit C. (b) The Closing Seller and Purchaser shall be held on execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the Closing Date at form of Exhibit E hereto, conveying to Purchaser the offices of the Escrow Agent or at such other location agreed upon by the parties heretoPersonal Property, Service Contracts, Warranties and Intangibles. (c) Notwithstanding any other provision herein to Purchaser shall pay the contrarybalance of the Purchase Price as provided in Section 2(b) hereof, there and the parties shall be no requirement that execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the Buyer physically attend form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and all funds specifications of the Improvements, tenant files and documents certificates of occupancy (if applicable) relating to be delivered at the Closing may Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Escrow Agent unless Purchaser at Closing. (g) Pursuant to the parties hereto mutually agree otherwise. The Buyer terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller hereby authorize their respective attorneys shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to Escrow Agent any additional or supplementary instructions the other party such disclosures as may be necessary required by applicable law. (k) Seller shall deliver, or convenient cause to implement be delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Property, together with those endorsements set forth in Section 6(l) of this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the Property to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein. (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the person or persons who are executing the various documents on its behalf in connection with this Agreement, and a certificate confirming such party’s representations and warranties and, in the case of Seller, Seller will execute customary affidavits of debts, liens, and possession required by the Title Company, including, including, without limitation, those required to limit any exception for “parties in possession” to the rights of tenants, as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “Loan Earnout Escrow Agreement”) relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by Paragraph 1 of the LOI. (o) Each party shall execute and deliver to the other party the escrow agreement (the “Leasing Earnout Escrow Agreement”) relating to the Leasing Earnout Escrow (to which shall be attached the approved form of master lease contemplated by Paragraph 15 of the LOI), as contemplated by Section 2 of this Agreement and facilitate the closing Paragraph 15 of the transactions LOI. (p) Each party shall execute and deliver to the other party such agreements as may be reasonably required as contemplated herebyby Paragraph 17 of the LOI, provided that such instructions are consistent with including, to the extent applicable, any required REA or Sign Agreement contemplated therein. (q) Purchaser shall execute and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementdeliver the Assumption Documents.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing 14.1 The Closing of the sale and purchase and sale of each Property shall be through the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer closing documents to the Escrow Agent on or prior to before the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall may be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements conducted in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements)escrow. Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held occur on the Closing Date at second (2nd) business day following the offices end of the Escrow Agent Inspection Period, unless extended by mutual written agreement or at as needed to provide Seller with additional time to cure title objections as provided in Section 7.7, or upon such other location agreed upon earlier date as may be mutually approved by the parties heretoSeller and Purchaser. (c) Notwithstanding any other provision herein to 14.2 At Closing on the contraryProperty, there Purchaser shall be no requirement that pay the Seller Purchase Price adjusted in accordance with the relevant provisions of this Agreement; and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to Purchaser shall execute and deliver such other instruments as Seller may reasonably desire in connection with or to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of consummate the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede by this Agreement. 14.3 At Closing on the Property, Seller shall execute and/or deliver to Purchaser the following: 14.3.1 A special warranty deed in proper recordable form, duly executed by Seller in the form of deed attached hereto as Exhibit 12 and conveying to Purchaser fee simple ownership of the Property Real Estate free and clear of all liens, encumbrances and leases except for the Space Leases, REAs, and other Permitted Exceptions included in Purchaser’s final title policy. 14.3.2 A ▇▇▇▇ of sale for a consideration of $10.00 conveying the Personal Property (if any) included in the Property from Seller to Purchaser free of all liens, encumbrances and leases except for Permitted Exceptions. 14.3.3 An Assignment Agreement (in the form of Exhibit 9) by which Seller assigns to Purchaser all of Seller's right, title and interest, free and clear of all liens, encumbrances and claims, in and to the Space Leases of the Property. 14.3.4 A General Assignment (in the form of Exhibit 10) by Seller to Purchaser of all of Seller's right, title and interest, free and clear of all liens, encumbrances and claims, in and to (i) all Service Contracts set forth in Exhibit 4 (if any) (to the extent, if any, assignable, and related to the Property), (ii) all guarantees and warranties relating to the Property (to the extent, if any, assignable), and (iv) all permits or licenses used in connection with the operation of the Shopping Center on the Seller Parcels. 14.3.5 The certificate reconfirming the representations provided for in Article 9. 14.3.6 Notices to tenants (in form attached hereto as Exhibit 11) advising them of the transfer of the Seller Parcels to Purchaser and directing payment of rent and other charges to Purchaser or its designated representative. 14.3.7 Such affidavits; “mechanic’s lien”, “gap”, “parties in possession” or other Seller indemnities; evidence of authority; releases of liens; or other instruments as the Title Company may reasonably request to issue a title policy satisfactory to Purchaser in accordance with Article 7. 14.3.8 Such other instruments as Purchaser may reasonably desire in connection with or to consummate the transactions contemplated by this Agreement. 14.3.9 Possession of the Real Estate and Personal Property included in the Property, subject only to possessory rights of tenants under Space Leases and parties under the REAs and Permitted Exceptions, with all keys; and Seller shall also deliver, to the extent relating to the Property being sold and in Seller’s possession, original signed instruments of all Space Leases, Service Contracts, permits, licenses, sepias, drawings, plans and specifications (to the extent in the possession or control of Seller), accounting records, tenant correspondence, and other files relevant to the Purchaser's future operation of the Shopping Center. 14.3.10 All estoppel certificates referred to in Section 12.2 for the Space Leases of the Property and the REAs in the forms required and permitted in said Section. 14.3.11 FIRPTA affidavit in form reasonably satisfactory to Purchaser to the effect that Seller is not a "foreign person." 14.3.12 A rent roll certified to Purchaser as being complete, accurate and correct and containing the same type of information found in Exhibit 3 but updated to the date of the Closing.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Acquired Interests and the Intercompany Loans (the “Closing”) shall take place on the Initial Scheduled Closing Date; provided, however, Seller or Buyer, as applicable, shall have the right to adjourn the Scheduled Closing Date as provided in this Section 2.3, Section 3.4(d), Section 3.5(e), Section 9.3(a) or Section 6.4(f) hereto (the Scheduled Closing Date, oras the same may be extended pursuant to this Section 2.3, if extended Section 3.4(d), Section 3.5(e), Section 9.3(a) or Section 6.4(f), being hereinafter referred to as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO BUYER’S AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT. Notwithstanding the foregoing, Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder Buyer may on the Closing Date, subject only to the rights to not more than one (1) occasion adjourn the Closing Date as it may otherwise be extended pursuant upon two (2) Business Days’ notice to SECTION 4.4 or as Seller (a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial “Closing Date Extension Notice”) for no longer than up to fifteen (15) days after the Extended Scheduled Closing Date; provided that within three (3) Business Days after delivering a Closing Date upon written notice Extension Notice, Buyer shall deliver cash in an amount equal to the Seller of such extension delivered to Five Million Dollars ($5,000,000) (the Seller prior to the expiration of the Initial “Closing Date and delivery Extension Deposit” which, after being deposited, shall be considered “▇▇▇▇▇▇▇ Money” for all purposes of the Extension Deposit this Agreement) in immediately available funds by wire transfer to the Escrow Agent on or prior Agent; provided further that Buyer’s obligation to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of deliver the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant Extension Deposit will be waived to the express terms of this Agreement shall be deemed to be an extension or adjournment of extent Buyer has previously delivered the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements Due Diligence Extension ▇▇▇▇▇▇▇ Money in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreementsaccordance with Section 7.1(b). Notwithstanding anything to the contrary herein, if If Buyer sends a Closing Date Extension Notice but the Closing shall Date Extension ▇▇▇▇▇▇▇ Money is not have occurred on or before the Drop Dead Date for any reason other than a material breach or default deposited by the Buyer as and when due and payable hereunder, Seller or the Buyer, then either such non-defaulting party shall have the right in Seller’s sole and absolute discretion to terminate this Agreement subject Agreement, whereupon Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Money to Seller and Seller shall be entitled to retain the terms ▇▇▇▇▇▇▇ Money and provisions neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of SECTION 11.1this Agreement. Once deposited, the Closing Date Extension Deposit shall be non- refundable to Buyer except as expressly provided in this Agreement. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon 12:00 P.M. (New York Time) by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Assets (the “Closing”) shall take place on the Initial Closing Date, or, date that is ten (10) days following the expiration of the Due Diligence Period (or if extended as described belowsuch day is not a Business Day, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller next succeeding Business Day) (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence TIME BEING OF THE ESSENCE with respect to the Buyer’s and the Seller’s such obligations hereunder on the Closing Date; provided, subject only however, on or before the date that is five (5) days prior to the rights to adjourn the originally scheduled Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Date, Buyer may extend the Initial Closing Date for no longer than by up to fifteen (15) days (or if such day is not a Business Day, the Extended Closing Date upon next succeeding Business Day) by (i) delivering to Seller written notice of Buyer’s intention to extend the Seller of such extension delivered Closing Date, which notice shall specify the extended Closing Date, and (ii) delivering to Escrow Agent an amount equal to One Million and No/100 Dollars ($1,000,000.00) (together with accrued interest thereon, the Seller prior to the expiration of the Initial “Closing Date and delivery of the Extension Deposit Deposit”) in immediately available funds by a wire transfer to the Escrow Agent Account, both of (i) and (ii) being required by 5:00 PM Eastern Daylight Time on or the date that is five (5) days prior to the expiration of the Initial originally scheduled Closing Date. Any extension The Closing Extension Deposit shall become part of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right “▇▇▇▇▇▇▇ Money” for all purposes under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1Agreement. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may shall be delivered to the Escrow Agent at the Closing Date unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset (the “"Closing”") of this transaction shall take place on in escrow at the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result office of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or before December 31, 1998, hereinafter called the "Closing Date". The parties shall endeavor to preclose the transaction on the business day prior to the expiration of the Initial Closing Date. Any extension Seller and Purchaser may elect to close the transaction on an earlier date by mutual written agreement. At the Closing: A. Seller shall satisfy the following conditions: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (the "Deed") in the form of Appendix 5 attached hereto, and a duly executed and acknowledged ▇▇▇▇ of sale (the "▇▇▇▇ of Sale") in the form of Appendix 6 attached hereto; (2) Pay for and deliver to Purchaser the Title Policy in the amount of the Initial Purchase Price issued by the title company, insuring that Purchaser owns fee simple title to the Land, subject to no exceptions or encumbrances other than the Permitted Exceptions; (3) Deliver to Purchaser any Leases affecting the Property in Seller's possession. (Seller will not be liable for any Leases or pages of Leases not actually received by Seller). (4) Deliver to Purchaser an assignment of the Leases in the form of Appendix 7 attached hereto; (5) Accord to Purchaser a credit against the Purchase Price equal to all tenant deposits which were actually paid to or received by Seller in satisfaction of any obligation of Seller to transfer such deposits to Purchaser (Seller will not be liable for any security deposit not actually received by Seller); (6) Deliver to Purchaser original letters to all tenants of the Property, signed by Seller (or its duly authorized agent), stating that the Property has been purchased by Purchaser and that all future rent is to be paid to Purchaser; (7) Deliver to Purchaser all keys to all doors on the Property that Seller may have in its possession; (8) Pay Seller's share of the items to be prorated at Closing, as specified below, and Seller's closing costs; (9) Pay one-half of any officials fees and documentary stamps on the deed, transfer taxes or taxes on intangibles, and escrow charges, if any; (10) Deliver to Purchaser a Nonforeign Certificate pursuant to the IRC Section 1445. B. Provided that Seller fulfills at Closing Date each of the foregoing conditions precedent listed above to Purchaser's obligations listed below, Purchaser shall: (1) Pay to Seller the Purchase Price less credits and ▇▇▇▇▇▇▇ Money. (2) Pay Purchaser's share of the items to be prorated at Closing, as specified below, and Purchaser's closing costs. Pay one-half any documentary stamps on the deed, transfer taxes or taxes on intangibles, and escrow fee charges, if any. (4) Pay one-half any official fees for the filing and recording of Seller's deed. C. The following prorations and other adjournment matters shall be made and accomplished: (1) Rents under all Leases shall be prorated as of the Closing Date (including without limitation as Date. Provided, however, that past due rents shall not be prorated at Closing. Purchaser shall have no obligation to collect any rents or other charges due under the result leases of either party’s cure right under SECTION 11.2) pursuant the Property attributable to the express terms of this Agreement period prior to the Closing: provided, however, that if Purchaser receives any such past due rents or other charges applicable to the period prior to the Closing, Purchaser shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in promptly turn the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements)over to Seller. Notwithstanding anything to the contrary herein, if the All past due rents collected after Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right first be applied to terminate this Agreement subject to the terms and provisions of SECTION 11.1amounts due Purchaser. (b2) The Property taxes for the year of Closing shall be held on prorated as of the Closing Date Date. If the actual amount of any such tax or maintenance fee is not available at Closing, then an estimated proration shall be made based upon the offices previous year's amounts. Purchaser will be responsible for any and all property taxes, special assessments or reassessments of the Escrow Agent Property levied by an federal, state, or at such other location agreed upon by municipal governing authorities after the parties heretodate of Closing. (c3) Notwithstanding any other provision herein Each party shall be responsible for the payment of its or his own attorneys' fees incurred in connection with the transaction contemplated by this Agreement, subject, however, to the contrary, there provisions of Section 12 of the Agreement. (4) All utilities services furnished to the Property and not directly paid for by the tenants shall be no requirement that prorated as of the Seller Closing Date, based upon the utilities bills for the immediately preceding billing period and meter readings taken within five (5) days prior to the Buyer physically attend Closing Date. All utility services will be put in the Closing, and all funds and documents to be delivered name of the Purchaser at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms time of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementclosing.

The Closing. (a) Subject The initial closing hereunder shall occur upon the delivery by each of the Initial Closing Investors of the Aggregate Purchase Price sufficient to purchase the Minimum Shares and Warrants issued in connection therewith to the provisions account designated in the Escrow Agreement, and shall take place at such time and place as the Company may designate which shall be no later than the first business day following the satisfaction or waiver of SECTION 11.1, all the closing conditions set forth in Section 5 and Section 6 of the purchase and sale of the Asset this Agreement (the “Initial Closing,” and the date on which the Initial Closing occurs, the “Initial Closing Date”) shall take place on ). Following the Initial Closing Date, orthe Company may hold additional closings (each, if extended as described belowwith the Initial Closing, a “Closing,” and each such date, with the Extended Initial Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the a “Closing Date”)) at such places and times as designated by the Company, Time Being Of The Essence with respect until the earlier of (i) such time as the Company has sold up to the Buyer’s Maximum Shares and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 Warrants issued in connection therewith or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of (ii) forty-five (45) days after the Initial Closing Date. Any extension of Within three business days following the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default release by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent to the Company of the Aggregate Purchase Price sufficient to purchase the Minimum Shares, the Company shall deliver to each Initial Closing Investor (i) a certificate for the Shares being purchased by such Initial Closing Investor and (ii) Warrants for the Warrant Shares being purchased by such Initial Closing Investor, registered in the name of such Initial Closing Investor. Within three business days following each Closing subsequent to the Initial Closing, the Company shall deliver to each Investor (i) a certificate for the Shares being purchased by such Investor and (ii) Warrants for the Warrant Shares being purchased by such Investor, registered in the name of such Investor, against payment of the Aggregate Purchase Price therefor in accordance with Section 1.1 above. Each Investor hereby authorizes and directs the Company to deliver the Securities to be issued to such Investor pursuant to this Agreement directly to the residential or at business address indicated on such other location agreed upon by the parties Investor’s signature page hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the sale and purchase and sale of the Asset Assets (the “Closing”) shall take place on the later of (i) sixty (60) days after the Effective Date and (ii) three (3) Business Days after the date on which the Shareholder Approval is obtained (the “Initial Closing Date”); provided, however, Seller shall have the right to adjourn the Initial Closing Date as provided in Section 8.3(a) hereto (the Initial Closing Date, oras the same may be extended pursuant to this Section 2.3(a) and/or Section 8.3(a), if extended being hereinafter referred to as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect . TIME SHALL BE OF THE ESSENCE WITH RESPECT TO BUYER’S AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT (subject to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn such adjournments of the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend are expressly permitted by this Agreement). (b) Notwithstanding the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa foregoing, in the event of any extension or adjournment of that Shareholder Approval is not obtained before August 19, 2018 (the closing date under any of the Related Agreements“Outside Closing Date”). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party Buyer shall have the right to terminate this Agreement subject upon written notice to Seller and upon such termination (i) the terms ▇▇▇▇▇▇▇ Money shall be immediately returned to Buyer, (ii) Seller shall pay to Buyer within five (5) Business Days of the Outside Closing Date an amount equal to all out-of-pocket costs and provisions expenses incurred by Buyer and its Affiliates in connection with the transactions contemplated hereunder (the “Reimbursement Amount”) and (iii) the parties shall not have any further rights or obligations hereunder except such rights and obligations that expressly survive termination of SECTION 11.1this Agreement. (bc) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon 3:00 P.M. (New York Time) by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing Payment of the purchase and sale price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the Asset certificates for the Firm Shares to the Underwriter through the facilities of The Depository Trust Company (the “ClosingDTC”) for the account of the Underwriter. Such payment and delivery shall take place be made at 10:00 A.M., New York time, on the Initial Closing DateJune 6, or, if extended as described below, the Extended Closing Date2014, or such other earlier date as mutually agreed to by the Buyer Underwriter and the Seller Company (such date or any extension thereof as described belowdate, the “Closing Date”); provided, Time Being Of The Essence with respect however, the Company shall not be obligated to the Buyer’s deliver and the Seller’s obligations hereunder on Underwriter shall not be obligated to purchase the Closing DateFirm Shares unless and until the Company shall have received notification from the NYSE MKT that the NYSE MKT has approved the Additional Listing Application (“NYSE MTK Approval”) and provided further, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent that if NYSE MKT Approval does not occur on or prior to 10:00 A.M. on June 6, 2014, unless the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of parties otherwise agree, this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (automatically terminate and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting neither party shall have any further obligations hereunder. The time at which such payment and delivery are to be made is hereinafter sometimes called the right to terminate this Agreement subject “Time of Purchase.” Electronic transfer of the Firm Shares shall be made to the terms Underwriter at the Time of Purchase in such names and provisions of SECTION 11.1in such denominations as the Underwriter shall specify. (b) The Closing Payment of the purchase price for the Additional Shares shall be held made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriter at the Additional Time of Purchase in such names and in such denominations as the Underwriter shall specify. (c) Delivery of the documents required to be delivered to the Underwriter pursuant to Sections 4 and 6 hereof shall be at 10:00 A.M., New York time, on the Closing Date or the Additional Closing date, as the case may be, at the offices of the Escrow Agent or at such other location agreed upon by the parties heretoUnderwriter as first set forth above. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) Subject Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to satisfaction or waiver of the provisions of SECTION 11.1conditions set forth in Articles VI and VII, the closing of the purchase and sale of the Asset (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company, on a day that is at least five Business Days following the Initial Closing Date, or, if extended as described below, satisfaction or waiver of all of the Extended Closing Dateconditions set forth in Articles VI and VII hereof, or at such other earlier place and time as may be agreed upon by IR and Buyer Parent (the date on which the Closing actually occurs is referred to as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”). The parties will use reasonable efforts to schedule the Closing Date for the last day of a calendar month. Unless the parties agree otherwise, Time Being Of The Essence with respect the Closing will be deemed to have occurred at the close of business local time in each applicable jurisdiction on the Closing Date. (b) Deferred Items - Government Approvals. (i) If, on the Closing Date: (A) (x) any Seller or applicable Buyer has not obtained any required Consent of a Governmental Authority in India or the People’s Republic of China or any shareholder approval in India legally required in order to transfer (directly or indirectly) any Sold Shares or any Acquired Assets (the “Deferred Items”), and (y) all other conditions precedent to the BuyerClosing have been satisfied or waived, or (B) (x) there is in effect any injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction in India or the People’s Republic of China or any Law or Order in India or the People’s Republic of China that restrains or prohibits the transfer to the applicable Buyer of the Deferred Items that is not permanent or remains appealable (a “Non-Final Injunction”), and (y) all other conditions precedent to the Seller’s obligations hereunder Closing have been satisfied or waived, such Deferred Items shall be withheld from transfer on the Closing Date, subject only to and the rights to adjourn the Closing Date as it may otherwise closing of such Deferred Item shall be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2delayed. The Buyer may extend shall not pay the Initial Closing Date for no longer than the Extended Closing Date upon written notice Purchase Price allocable to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date Deferred Item (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of on Schedule 2.7), until the closing date under any of the Related Agreementssuch Deferred Item (each, a “Deferred Transfer”). Notwithstanding anything Until each Deferred Transfer occurs, the Sellers and the Buyers shall continue to use commercially reasonable efforts to obtain all such Consents relating to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller Deferred Items or the Buyertransfer thereof, then either such nonand/or to cause all Non-defaulting party shall have the right to terminate this Agreement subject Final Injunctions relating to the terms and provisions of SECTION 11.1Deferred Items or the transfer thereof to be lifted. (bii) The From and after the Closing, and until such time as the closing of a Deferred Item has occurred, Sellers shall retain ownership of such Deferred Item and shall operate the Business as it relates to such Deferred Item for the Sellers’ sole benefit; provided, however, that Sellers’ pre-Closing obligations under this Agreement, including for the avoidance of doubt Section 5.1 hereof, shall continue in force with respect to such Deferred Item until its Deferred Transfer occurs. (iii) Subject to Section 2.4(b)(iv), the closing of a transfer of each Deferred Item shall be held effected on the Closing Date at fifth Business Day after receipt of all applicable legally required Consents and the offices lifting of the Escrow Agent all applicable Non-Final Injunctions, or at such other location agreed upon by time as the parties heretomay agree. (civ) Notwithstanding At any other provision herein time on or after the date that is the first anniversary of the Closing Date, so long as Buyer Parent’s failure to comply with the contrary, there shall be no requirement that last sentence of Section 2.4(b)(i) is not the Seller and primary cause of the Buyer physically attend the Closing, and all funds and documents failure of any Deferred Item to be delivered at transferred, Buyer Parent may, by delivery of written notice to IR (each an “Abandonment Notice”), elect to abandon the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing purchase of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementremaining Deferred Items.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) The Closing hereunder shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date held and delivery of the Extension Deposit in immediately available funds by wire transfer all items to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of be made at the Closing Date (including without limitation as under the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment made at the offices of the closing Title Company within seven (7) business days after the Approval Date, or such other date under all prior thereto as Buyer and Seller may mutually agree in writing (the "Closing Date"). Such date may not be extended without the prior written approval of both Seller and Buyer except that Seller, by giving Buyer notice 48 hours before the other Related Agreements Closing Date, shall have the unilateral right to extend for a period not to exceed thirty (and will require the delivery of the extension deposits under the other Related Agreements in 30) days, with prior written notice to Buyer (as the same manner may be extended as set forth above and vice versa provided in this paragraph 7(a)), to obtain estoppels from the Credit Tenant or to cure any title defect or other matter which would entitle Buyer to terminate this Agreement. In the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall does not have occurred occur on or before the Drop Dead Date for any reason other than a material breach or default by Closing Date, the Seller or the BuyerTitle Company shall, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1paragraph 2 with respect to the Deposit, and subject to the applicable escrow closing letter, return to the depositor thereof documents and instruments or funds which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. (b) The Closing At or before the Closing, to be delivered at Closing, Seller shall deliver to the Title Company into escrow the following: (i) the Special Warranty Deed duly executed and acknowledged by Seller, conveying title to the Property to Buyer in the form of Exhibit E as required by paragraph 3 above; (ii) original or copy of the Credit Lease (and amendments thereto, if any) in Seller's actual and physical possession, and a duly executed and acknowledged Assignment and Assumption of Lease in the form attached hereto as Exhibit F; (iii) Seller's Non-Foreign Certification, duly executed and acknowledged by Seller in the form attached as Exhibit C; (iv) notice to Credit Tenant in the form attached as Exhibit D, executed by Seller; (v) Credit Tenant Estoppel Certificate in accordance with subparagraph 5(c) hereof; (vi) a ▇▇▇▇ of Sale duly executed and acknowledged by Seller in the form attached hereto as Exhibit G; (vii) a General Assignment of Intangible Property and other interests, duly executed and acknowledged by Seller, in the form attached hereto as Exhibit H; (viii) any site plans and building drawings and specifications in the possession of Seller; (ix) Certificates of Occupancy, licenses, permits, guaranties, and warranties relating to the ownership, operation or maintenance of the Property in the possession of Seller (to the extent not previously been delivered); (x) an affidavit of Seller as may be reasonably requested by the Title Company to delete the standard exceptions and otherwise issue the Title Policy as required hereby; (xi) a certificate of Seller evidencing the reaffirmation of the truth and accuracy of Seller's representations, warranties, and agreements as set forth herein; (xii) to the extent in Seller's possession, operating statements, balance sheets and income and expense statements; (xiii) a settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Buyer and Seller pursuant to this Agreement; (a draft of which shall be held on prepared by Title Company and submitted to the Closing Date parties for approval at least five (5) business days prior to Closing); (xiv) Such documentation as may reasonably be required by the offices Title Company to establish that this Agreement, the transactions contemplated herein, and the execution and delivery of the Escrow Agent documents required hereunder, are duly authorized, executed and delivered, including without limitation, a certified copy of Seller's partnership certificate or at such other location agreed upon organizational documents of any other entity comprising Seller or general partner of Seller, together with all amendments and modifications thereof, of any partnership which is a Seller or limited liability company which is a general partner of Seller, together with duly executed and delivered consents and/or certificates of the partners or members thereof, as applicable, with respect to the transactions contemplated by this Agreement; and (xv) any other documents, instruments or agreements called for hereunder to be delivered by Seller which have not previously been delivered. Buyer may waive compliance on Seller's part under any of the parties heretoforegoing items by an instrument in writing. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, Buyer shall deliver to escrow the following: (i) the Purchase Price (as adjusted as contemplated hereby) and all funds and documents (ii) any other documents, instruments or agreements called for hereunder to be delivered at by Buyer which have not previously been delivered. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (e) The following income and expenses shall be apportioned or credited with respect to the Property as of 12:01 on the Closing may Date, with the portion thereof allocable to periods beginning as of Closing shall be delivered credited to Escrow Agent unless Buyer, or charged to Buyer, as applicable, and the parties hereto mutually agree otherwiseportion thereof allocable to periods ending as of Closing shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses: (i) Rents are payable in arrears on the 15th of each month. Rents shall be prorated based on the actual number of days in the payment period for the payment made during the month of Closing. (For example, the rent received on February 15 is payment for occupancy from January 15 through February 14. If the Closing would take place on the 14th of February, the Buyer would be entitled to one day's rent with the balance going to the Seller. If the Closing would take place on the 16th of February, the Seller would get the entire payment made on February 15th and one day of rent from the March 15th payment, with the balance of the March rent paid to the Buyer.) (f) The closing costs incurred in this transaction shall be allocated as follows: (i) Buyer shall pay the cost for any new Title Policy. Buyer shall pay for any new or special endorsements to the Title Policy and any extended coverage. (ii) Buyer shall pay the cost of any transfer taxes and/or recording fees applicable to the sale. (iii) Buyer shall pay the cost of any new or updated survey, phase I environmental report, physical property condition report or appraisal required by Buyer and any other Tests. (iv) Buyer shall pay for all closing and escrow costs. (v) Seller shall pay the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions Seller's Broker (as may be necessary or convenient to implement the terms defined in paragraph 13(b) of this Agreement Agreement) as set forth herein; and facilitate the closing costs to cure any title defects and satisfy any Monetary Liens; (vi) Buyer shall pay the Buyer's Broker (as defined in paragraph 13(b) of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement) as set forth herein (vii) Each party shall pay its own legal fees and expenses.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset hereunder (the “Closing”) shall take place be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company on the Initial Closing DateDecember 30, or, if extended as described below, the Extended Closing Date2021, or such other earlier date as mutually agreed to by the Buyer and the Seller may mutually agree in writing (such date or any extension thereof as described below, the “Closing Date”). Except as otherwise provided herein, Time Being Of The Essence with respect such date may not be extended without the prior written approval of both Seller and Buyer. In the event the Closing does not occur on or before the Closing Date, the Title Company shall, subject to the Buyer’s provisions of Section 2, and unless it is notified by both parties to the contrary, within three (3) Business Days after the Closing Date, return to the depositor thereof items that may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. (b) At or before the Closing, Seller shall deliver to escrow at the Title Company the following executed by Seller (and acknowledged, where appropriate): (i) the Deed conveying to Buyer the Property as required by Section 3 above; (ii) (A) copies of all Leases (and amendments thereto, if any) in Seller’s obligations hereunder Possession covering any portion of the Property (delivery shall be deemed satisfied by making such Leases available for pick-up by Buyer at the management office at the Property on the Closing Date, subject only or at Buyer’s written direction, Seller leaving the same in such management office at the Property) and (B) any security deposits relating thereto in Seller’s Possession to the rights extent not applied to adjourn tenant obligations under the Closing Date Leases; (iii) an Assignment and Assumption of Lessor’s Interest in Leases executed by Seller in the form attached hereto as it may otherwise be extended pursuant to SECTION 4.4 or Exhibit B (the “Assignment of Leases”); (iv) a Non-Foreign Certification in the form attached hereto as Exhibit C; (v) a result form of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the tenants at the Property executed by Seller in the form attached hereto as Exhibit D; (vi) an Assignment and Assumption of Property Agreements executed by Seller in the form attached hereto as Exhibit F (the “Assignment of Property Agreements”); and (vii) a Bi▇▇ ▇f Sale executed by Seller in the form attached hereto as Exhibit H; (viii) a settlement statement prepared by the Title Company executed by Seller showing the application of the Deposit against the Purchase Price, the allocation of Seller’s closing costs and other prorations and closing adjustments set forth in this Agreement, all consistent with the terms and conditions of this Agreement; (ix) a Seller’s Closing Certificate executed by Seller in the form attached hereto as Exhibit N; (x) all keys, access codes and such extension delivered other passwords in Seller’s Possession related to access to the Seller Property, provided that the parties agree to cooperate to deliver such items outside of escrow; (xi) written evidence of termination of the then existing management agreement effective on the Closing Date; (xii) an updated Rent Roll for the Property dated not earlier than three (3) Business Days prior to the expiration of the Initial scheduled Closing Date and delivery (which rent roll shall not be certified); (xiii) a full payment water certification issued by the City of the Extension Deposit in immediately available funds by wire transfer Chicago with respect to the Escrow Agent on or Property sufficient to enable the Title Company to purchase the applicable transfer stamps to affix to the Deed (“Water Certification”). Seller shall use commercially reasonable efforts to obtain the Water Certification prior to the expiration of the Initial Closing Date. Any extension Notwithstanding anything in this Agreement to the contrary, if the Water Certification has not been obtained prior to the Closing Date, Seller shall have the right instead of delivering the Water Certificate at Closing to enter into an indemnity agreement at Closing with the Title Company (the “Water Indemnity”) whereby Seller will escrow such funds as the Title Company may require and indemnify the Title Company such that the Deed shall be recorded following Closing upon receipt of the Initial Closing Date or other adjournment Water Certificate, issuance of the Closing Date necessary recording stamps and payment of the City transfer tax (including without limitation any penalties for late payment of the City transfer tax) (Seller shall continue to use commercially reasonable efforts to obtain the Water Certification following Closing); (xiv) the Bulk Sales Certification (as hereinafter defined) covering the Bulk Sales Releases (as hereinafter defined); (xv) to the extent not previously delivered, any original or copies of the Tenant Estoppels obtained by Buyer in accordance with Section 9(i) below; (xvi) an owner’s affidavit executed by Seller in the form attached hereto as Exhibit O attached hereto or in such other form as is acceptable to the Title Company to provide the Title Policy at Closing, together with a gap indemnity if required by the Title Company; (xvii) a Post-Closing Escrow Agreement executed by Seller in the form attached hereto as Exhibit Q (the “Roof Escrow Agreement”); (xviii) a notice of the sale of the Property as required under Section 3 of the Affordable Housing Covenant and Agreement dated June 26, 2017, between Seller and the City of Chicago (acting by and through its Department of Planning and Development). Seller shall send said notice to the City of Chicago promptly following Closing; and (xix) such documentation as the result of either partyTitle Company may reasonably require in order to evidence Seller’s cure right under SECTION 11.2) pursuant due organization and authority to consummate the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements transaction contemplated herein. Buyer may, in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date its sole discretion, waive compliance on Seller’s part under any of the Related Agreements). Notwithstanding anything foregoing items by proceeding to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either without such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties heretoitem. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend At or before the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and shall deliver to the Title Company, the following: (i) the Purchase Price, subject to adjustment to reflect the prior delivery of the Deposit and any prorations, credits, fees or additional charges (the Deposit shall be applied to and credited against the Purchase Price); (ii) an Assignment of Leases executed by Buyer; (iii) an Assignment of Property Agreements executed by Buyer; (iv) a Roof Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement Agreement executed by Buyer; and (v) a settlement statement prepared by the Title Company executed by Buyer showing the application of the Deposit against the Purchase Price, the allocation of Buyer’s closing costs and other prorations and closing adjustments set forth in this Agreement, all consistent with the terms and conditions of this Agreement and facilitate the closing Agreement. Seller may waive compliance on Buyer’s part under any of the transactions contemplated herebyforegoing items by closing without such item. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the Title Company to close the escrow and consummate the purchase of the Property in accordance with the terms hereof, provided that such instructions are consistent with including without limitation all transfer declarations, affidavits of value or similar documentation required by law and merely supplement this Agreement and shall not in any way modify, amend broker lien waivers or supersede this Agreementproperty manager lien waivers.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing The consummation of the purchase and sale of the Asset transaction contemplated by this Agreement (the “Closing”) shall take place on through an escrow with Chicago Title & Trust Company (the Initial Closing Date, or, if extended as described below“Escrow Agent”) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right party to close under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed subject to be an extension or adjournment the performance by the other party of the closing date under all of the other Related Agreements (material covenants, agreements and will require the delivery of the extension deposits obligations required to be performed by such party under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred this Agreement on or before the Drop Dead Date for any reason other than Closing. At the Closing, the following shall occur: (a) Seller shall deliver to Purchaser a material breach or default by duly executed and acknowledged Special Warranty Deed (collectively, the Seller or “Deed”) in substantially the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.form attached hereto as Exhibit C. (b) The Closing Seller and Purchaser shall be held on execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the Closing Date at form of Exhibit E hereto, conveying to Purchaser the offices of the Escrow Agent or at such other location agreed upon by the parties heretoPersonal Property, Service Contracts, Warranties and Intangibles. (c) Notwithstanding any other provision herein to Purchaser shall pay the contrarybalance of the Purchase Price as provided in Section 2(a)(ii) hereof, there and the parties shall be no requirement that execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the Buyer physically attend form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and all funds specifications of the Improvements, tenant files and documents certificates of occupancy (if applicable) relating to be delivered at the Closing may Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Escrow Agent unless Purchaser at Closing. (g) Pursuant to the parties hereto mutually agree otherwise. The Buyer terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller hereby authorize their respective attorneys shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to Escrow Agent any additional or supplementary instructions the other party such disclosures as may be necessary required by applicable law. (k) Seller shall deliver, or convenient cause to implement be delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Property, together with those endorsements set forth in Section 6(l) of this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the Property to be good and indefeasible subject to the terms of this Agreement such Title Policy and facilitate the closing exceptions specified therein. (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the transactions contemplated hereby, provided that such instructions person or persons who are consistent executing the various documents on its behalf in connection with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement, and a certificate confirming such party’s representations and warranties and, in the case of Seller, Seller will execute customary affidavits of debts, liens, and possession required by the Title Company, including, including, without limitation, those required to limit any exception for “parties in possession” to the rights of tenants, as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “Loan Earnout Escrow Agreement”) relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by Section 2 hereof and Paragraph 1 of the LOI. (o) Each party shall execute and deliver to the other party such agreements as may be reasonably required as contemplated by Paragraph 17 of the LOI, including, to the extent applicable, any required REA or Sign Agreement contemplated therein. (p) Purchaser shall execute and deliver the Assumption Documents.

The Closing. (a) Subject to the provisions of SECTION 11.1, the The closing of the purchase and sale of the Asset transactions contemplated by this Agreement (the “Closing”) shall take place on by electronic exchange of documents and signatures at a time and date to be specified in writing by the Initial Closing DateParties, orwhich shall be no earlier than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, if extended as described below, but subject to the Extended Closing Datesatisfaction or waiver of those conditions), or at such other earlier time, date and location as mutually agreed to in writing by the Buyer parties hereto; provided, that the Closing shall not occur prior to October 1, 2021 without the prior written consent of Buyer. The date and time of the Seller (such date or any extension thereof Closing are referred to herein as described below, the “Closing Date.”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein and as shall be reflected on the Merger Consideration Schedule, Buyer shall withhold the Indemnity Escrow Amount, the Adjustment Escrow Amount, the Special Escrow Amount, and the Sellers’ Representative Amount from the Closing Merger Consideration payable at Closing and, simultaneously with the Closing, Buyer shall deposit (i) the Indemnity Escrow Amount into an escrow account (the “Indemnity Escrow Account”) established pursuant to the contraryterms and conditions of the Escrow Agreement, there shall be no requirement that (ii) the Seller Adjustment Escrow Amount into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement, (iii) the Special Escrow Amount into an escrow account (the “Special Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement, and (iv) the Sellers’ Representative Amount into an account designated by the Sellers’ Representative prior to the Closing Date (the “Sellers’ Representative Fund Account”). Other than distributions, if any, to the Sellers in accordance with Section 2.08 and the terms of the Escrow Agreement, the funds in the Adjustment Escrow Account will be available solely to satisfy amounts owed to Buyer physically attend pursuant to Section 2.08(d) hereof, and to satisfy amounts owed to the Escrow Agent in accordance with the terms of the Escrow Agreement. Other than distributions, if any, to the Sellers in accordance with the terms of the Escrow Agreement, the funds in the Indemnity Escrow Account and the Special Escrow Account will be available solely to satisfy amounts owed to Buyer pursuant to Section 2.08(d) and Article IX hereof and to satisfy amounts owed to the Escrow Agent in accordance with the terms of the Escrow Agreement. The Sellers’ Representative Fund Account may be used at any time by the Sellers’ Representative to fund any costs and expenses incurred by or on behalf of the Sellers’ Representative, in the performance of its duties and obligations hereunder, including, but not limited to, those duties and obligations listed in Article VIII. (c) Simultaneously with the Closing, Buyer shall pay, or cause to be repaid, on behalf of the Company, the Estimated Indebtedness (as indicated on the Merger Consideration Schedule) (the “Specified Debt”) by wire transfer of immediately available funds as specified by the holders in the Payoff Letters. (d) Simultaneously with the Closing, Buyer shall pay, or cause to be paid, on behalf of the Sellers and the Company (as applicable), the Estimated Transaction Expenses by wire transfer of immediately available funds as directed by the Company (other than any Estimated Transaction Expenses which are compensatory in nature, which will be paid by the Company through its payroll procedures). (e) Promptly following the Effective Time, Buyer shall pay, or cause to be paid, the Estimated Closing Merger Consideration payable in respect of each Membership Interest set forth on the Allocation Schedule to the Paying Agent, for further payment to each Seller who has delivered a duly executed Letter of Transmittal and joinder to the Sellers’ Agreement prior to the Closing, and all the Paying Agent shall pay on the Closing Date such amounts to the applicable Seller by wire transfer of immediately available funds and documents to an account designated in writing by such Seller in the applicable Letter of Transmittal prior to the Effective Time; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Paying Agent shall not pay, or cause to be delivered at paid, the Estimated Closing may be delivered Merger Consideration payable in respect of each Membership Interest until Buyer, or the Paying Agent pursuant to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this the Paying Agent Agreement, has reviewed and approved (such approval not to be unreasonably withheld, conditioned or delayed) a copy of a duly executed and properly completed Letter of Transmittal applicable to such Membership Interest and joinder to the Sellers’ Agreement and facilitate duly executed by the closing of the transactions contemplated hereby, provided that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreementapplicable Seller.