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<br />JERRY'S FAMOUS DELI, INC. <br /> <br />MarchPl! 2012 <br /> <br />City of Sunny Isles Beach <br />18070 Collins Avenue <br />Sunny Isles Beach, FL 33160 <br /> <br />Re: Transfer of 101,640 Sq. Ft. ofTDRs from Jerry's Famous Deli, Inc. to <br />Abus, LLC <br /> <br />Gentlemen: <br /> <br />The undersigned is the President of Jerry's Famous Deli, Inc., a California corporation <br />("Jerry's"). <br /> <br />As a follow up to Jerry's letter to you of February 9, 2012, copy of which is altached, <br />please be advised that the transfer of 2,644 sq. ft. of the 101,640 sq. ft. of "TDR's" (as <br />defined in said letter) have already been transferred to Abus, LLC., a Florida limited <br />liability company ("Abus"). The final transfer of the remaining 98,996 square feet <br />("Remaining TDR's") is about to occur and will be closed pursuant to the terms and <br />conditions of the Purchase and Sale Agreement by and between Abus and Jerry's, dated <br />February 1,2012 (as amended, the "Agreement") and upon the City of Sunny Isles Beach <br />approval of the transfer of the remaining TDR's. <br /> <br />Although the closing contemplated by the subject agreement has not yet closed, wc are <br />placing you on notice so that should there be a closing under the subject agreement, we <br />will send you a letter after the subject closing of the Remaining TDRs advising you to <br />complete the transfer of the Remaining TORs from Jerry's to Abus, LLC. <br /> <br />Please note that you are not to transfer the Remaining TDRs to Abus or anyone else <br />without a letter signed by Jerry's, authorizing this transfer which will be provided at, and <br />only upon any closing of the sale of the TDRs between the above parties. <br /> <br />Very truly yours, <br /> <br /> <br />JERRY'S FAMOUS DELI, INC., <br />a California corporation <br /> <br /> <br />7 ~7 r-r'tI-.,f',WS'7 <br />