54-10 Agreement

“Utility Deposits.” All deposits made by Seller in connection with providing water, sewer, gas, electricity, telephone and other public utilities to the Property. SALE AND PURCHASE OF PROPERTY 2.1 Purchase of Property. On the Closing Date, and subject to the terms and conditions of this Agreement, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller’s right, title, and interest in and to the Property free and clear of all monetary liens and encumbrances (other than the Permitted Exceptions), at the purchase price provided in Section 2.2 hereof. 2.2 Purchase Price and Terms of Payment. The purchase price for the Property (“ Purchase Price”) shall be One Million One Hundred Twenty Thousand Dollars ($ 1,120,000.00), and shall consist of and be payable as follows: 2.2.1 Earnest Money Deposit. Within two (2) business days after the Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Thirty-Three Thousand Six Hundred Dollars ($33,600) (together with all interest accrued thereon, the “Earnest Money Deposit”). The Earnest Money Deposit shall be non-refundable to Purchaser, except (a) if a condition precedent to Purchaser’s obligations as set forth in this Agreement is not satisfied or cured as of the Closing Date and such failure does not arise from an act or omission of Purchaser, (b) in the event Purchaser terminates this Agreement pursuant to Section 4.4, below, or (c) as otherwise specifically provided in this Agreement. The Earnest Money Deposit shall be applied to the Purchase Price on the Closing Date. 2.2.2 Balance of Purchase Price. Not later than 11:00 a.m. EST on the Closing Date, Purchaser shall deposit with Escrow Agent, in Good Funds, the balance of the Purchase Price, reduced or increased by such amounts as are required to take into account any prorations, credits, costs or other adjustments which are required by this Agreement and which can be computed and determined as of the time for the required deposit hereunder. The amount to be paid under this Section 2.2.2 is referred to in this Agreement as the “Closing Payment.” 2.3 Assumed Liabilities. Except as expressly set forth herein, Purchaser shall not assume, in connection with the

Section 2.2.2 is referred to in this Agreement as the “Closing Payment.” 2.3 Assumed Liabilities. Except as expressly set forth herein, Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Seller whatsoever, and Seller shall retain responsibility for all liabilities and obligations accrued or incurred prior to Closing and all liabilities and obligations arising from Seller’s operations prior to Closing, whether or not accrued and whether or not disclosed. -4- GENBUS/718957.4