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«-s H vI THIS PURCHASE AND SALE AGREEMENT ( "Agreement's is made and entered into as of n1DJ2—AV r 2.2012 ("Effective Date") by and belwoca Abus LLC, a Florida limited liability company ( "Seller") and SUNNY 1SI.ES BEACH ASSOCIATES, LLC, a Delaware limited liability enemy ("Purchaser ", Purchaser and Seller each a "Party ", collectively, the "Parties"). Recitalls Seller is the owner and holder of 22,764 square fed of transferrable development rights, a defined in Section 265-23 of the Land Development Regulations of the City of Sunny Isles Beach, Florida (the "City', which represents 11 residential Units (the `Transferred Development Rights"), and is ready, willing and able to sell the Transferred Development Rights to Purchaser, upon the terms set forth herein. In consideration of the mutual covenants, conditions, and agreements set forth below, and other good and valuable consideration, the reccipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. $ The foregoing recitals are We and are Ux=poreted by this reference as if set out in full in the body of this Agreement. Purchaser shall purchase from Seller and Seller shall sell to Purchaser the TranrfimW Development bights in cwlmnge for the am of One Million One Hundred Thirty Eight Thousand Two HwKtW and Noll 00 Dollars (51,139,200.00) (the "Purchase Prig "). 0= Within five (5) days of the Effective Date haseat Purchaser aball plane in ceavow with Alex D. Shulnik, PA ("Escrow Agent") the sum of One Hundred nfitean Thousand Fight Hundred Twenty and N000 Dollars ($113,820.00) (the "Deposit'). The Deposit shall be applied to the Purchase Price at the time of closing. Notwithstanding the foregoing, the Deposit shall be non-refundable to Purchaser and automatically released to Seller upon iaenance of the Resolution ( haein der defined) and expiration of the applicable appeal period for adoption of the Resolution, subject to Pur+ebeaer remedies in the event of a Seller default pursuant to Section 7. Together with the execution of this Agreement, Seller shall deliver to Purchase a folly exaxtted Assignment of the Transferred Development Rights in the form attached hereto as Exhibit "A" (the "Seller's Assignment"), The Seller's Assignment shall serve as a conditional Assignment of the Transferred Development Rights x*cd to Purchaser closing as sal forth herein. In the event Purchaser fails to close on the purchase of the Tranefarned Developm ad Rests, whether such failure rapes an event of ddault or otherwise (excluding by reason of Seller's defeahltj Purl aser shall reassign the Transferred Development Rights to the Seller pursuant to the Assignment of the Transferred Development Rights in the form attached hereto as &hibit "B" (the "Purchaser's Reassignment). Purchaser shall execute the Purchaser's Reassignment together with this Agreement which shell be held in escrow by the Escrow Agent. In the event Purchaser closet on the purchase of the Transferred Development Rights as set forth in this Agreement, Seller's Assignment shall be deemed unconditional, Purchaser shall be fully vested with ownership of the Transferred Development Rights, the Purchaser's Rassigameat shall be voided, of no force and effect and returned to the Purchaser at closing. In the event M