For an execution copy of this document contact us. RESERVATION AND ESCROW AGREEMENT THIS AGREEMENT (hereinafter referred to as the "Agreement") by and between ________________________________________with an address at____________________ (hereinafter referred to as the "Member", Chartwell Capital, LLC with an address of 95 West Main Street, Suite 5-298, Chester, NJ 07930 (hereinafter referred to as "Chartwell") and ________________________with an address at _________________________ (hereinafter referred to as the "Attorney") is dated and effective this ____ day of __________, 2009. WITNESSETH WHEREAS, Chartwell is interested in acquiring and investing (hereinafter referred to as the "Transaction) in a certain property located in _________________, _______ at ___________________ which consists of __(property description goes here)__ (hereinafter referred to as the "Property") ; and WHEREAS, the Member is interested in participating in the ownership of the property with Chartwell under terms and conditions as set forth in the operating agreement of the entity formed to effect the Transaction (Exhibit A attached hereto); and WHEREAS, the Member wishes to reserve his/her right to participate with an investment maximum of ____(anticipated amount of investment)___ (hereinafter referred to as the Member's "Capital Contribution); and WHEREAS, a deposit (hereinafter referred to as the "Deposit") in the amount of ______________________ is required to reserve said right to participate; and WHEREAS, to insure that enough funding is secured for the Transaction, Chartwell may deem it prudent to permit reservations of 133% of available Membership positions (i.e., over subscribe to allow for potential reductions or dropouts); and WHEREAS, under certain circumstances such as over subsubscription, it may be necessary for Chartwell to reduce the Member's requested participation to 75% of the request; and WHEREAS, Chartwell and Member intend to conduct due diligence examination and investigation of the property; and WHEREAS, the Member's pro rata share of the due diligence expenses is ________; and WHEREAS, the Attorney is designated as the escrow agent for the transaction. NOW THEREFOR Chartwell, the Member and the Attorney hereby agree as follows: 1. The Member herewith submits the Deposit of ___________________ to be placed in the Attorney's trust account for the Transaction. 2. The Attorney is hereby authorized to release and shall release from the Deposit the sum of ____________________ to be used for due diligence expenses and which shall not be refundable to the Member. 3. If, as a result of due diligence or any other reason, Chartwell makes a decision not to proceed with the Transaction, the unused portion of the due diligence monies (if any) shall be refunded to the Member pro rata. 4. The remainder of the deposit shall be held in the Attorney's trust account until such time (1) as the Member terminates its reservation and provides written instructions to the Attorney to return the remainder of the deposit to the Member, which instruction can be provided any time the sole discretion of the Member, or, such time as the Member executes Exhibit A attached hereto in which case the remainder of the Deposit will be held in the Attorney's trust account until released for the closing on the Transaction. 5. Upon execution of Exhibit A, the Member shall no longer have the right to a refund of any portion of the Deposit (except as set forth in Exhibit A) and shall be required to remit the remainder of his/her Capital Contribution. 6. Upon receipt of the executed Exhibit A and the remaining Capital Contribution of the Member and that of the other members participating in the Transacton, Chartwell will determine the final investment amounts. Said final amounts will be between 75% and 100% of the Capital Contributions remitted. Chartwell shall immediately refund the difference (if any) between the Capital Contribution allowed and the Capital Contribution remitted. IN WITNESS WHEREOF, the undersigned have executed this Agreement and agree to the foregoing. Signature lines for Member, Chartwell and the Attorney