Stephen A.

Santola
Executive Vice President
General Counsel
Woodmont Properties, LLC
Lehigh Acquisition Corp.
c/o Yorkville Advisors, LLC
1 01 Hudson Street, Suite 3700
Jersey City, New Jersey 07302
November 1, 201 0
119 Cherry Hill Road, Suite 11 0
Parsippany, New Jersey 07054
Re: Proposed Sale of Premises at
555 South Avenue, Cranford, New Jersey
Dear Mr. Santola:
On behalf of Lehigh Acquisition Corp. (the "Seller"), I am pleased to submit this
non-binding Term Sheet as an offer to sell the above-referenced real property. In this
letter, please find the terms and conditions on which we offer to sell the property.
The following provisions shall form the basis of a fonnal Real Estate Purchase.
and Sale Agreement (the "Purchase Agreement") between the Parties:
Real Property The real property, which will be the subject of the Purchase
Agreement is known as Lot 1 in Block 511 on the Official Tax Map
of the Township of Cranford (the "Town"), County of Union, State of
New Jersey (the "Property").
Purchase Price The purchase price . for the Property shall be Four Million
($4,000,000.00) Dollars (the "Purchase Price"), subject to
adjustment as set forth herein. At closing, Purchaser shall deliver
to Seller the Purchase Price by wire transfer.
Deposit Concurrent with the execution of the proposed Purchase
Agreement, Purchaser shall pay to the Seller a deposit of Two
Hundred Thousand ($200,000.00) Dollars (the "Deposir) which
shalt not be refundable, except as hereinafter set forth, but shall be
applied to the Purchase Price. The Deposit shall be refundable
only if (i) the Seller cannot convey marketable title, (II) after notice
and an opportunity to cure, if applicable, the Seller defaults
pursuant to the Purchase Agreement, (iii) the Purchaser terminates
the Purchase Agreement as a consequence of the occurrence of a
Due Diligence Termination Event (as hereinafter defined) or Re-
Zoning Termination Event (as hereinafter defined) or (iv) the Seller
terminates the Purchase Agreement as a consequence of the
Page 2 of 6
November 1, 2010
Due Diligence
Termination
occurrence of an Approval Period Termination Event {as hereinafter
defined) or Tolling Period Termination Event {as hereinafter
defined).
Purchaser shall be permitted to utilize up to $150,000 of the
Deposit to pay reasonable third party costs, fees or municipal
escrows necessary to gain the required government approvals to
develop the Property (the .. Approval Costsj. Purchaser shall be
permitted to draw against the Deposit by submitting to the Seller
invoices evidencing Approval Costs and Seller shall release to the
Purchaser a portion of the Deposit fn an amount equal to such
Approval Costs set forth in such involce{s) (all such amounts
released from the Deposit to pay Approval Costs, In the aggregate,
the liDeposit Reductions), provided, however, Deposit Reductions
shall not exceed, In the aggregate, $150,000. The Purchase Price
shall be increased by an amount equal to the Deposit Reductions.
Purchaser shall have fifty-five (55) days from the date of this term
sheet (the "Due Diligence Period) to inspect, or cause to be
Inspected, the Property with respect to environmental, engineering,
and land use issues. The cost of all such Inspections shall be the
sole obligation of Purchaser. If the results of the due diligence
inspection of the Property are unsatisfactory to Purchaser, as
Purchaser may In Its .reasonable discretion determine, Purchaser
may_, by written notice to Seller to be given on or before the fifty-fifth
{551j day following the execution date of this term sheet, terminate
the Purchase Agreement (the "Due Diligence Termination Eventj.
The Purchaser shall expressly waive any further right to undertake
further due diligence of the Property beyond the Due Diligence
Period.
Upon termination of the Purchase Agreement, including, without
limitation, upon the occurrence of a Approval Period Termination
Event, Tolling Period Termination Event, Re-Zoning Termination
Event or Due Diligence Termination Event, all rights and obligations
of the Parties thereunder shall become null and void, except for
indemnifications of the Purchaser as a result of the activities of the
Purchaser on the Property. Within fifteen {15) calendar days of the
date on which the Purchase Agreement is terminated, Purchaser
shall deliver to Seller all Information relating to the Approvals,
including, without limitation, all documents, instruments
agreements, memoranda, notes and other analyses developed by
the Purchaser and/or its affiliates, officers, directors, employees,
agents, advisors, counsel and auditors collectively, the "Approval
Materials").
Page 3 of 6
November 1 , 201 0
Closing Date
Payment for Approvals
If Seller terminates the Purchase Agreement, Including, without
limitation, as a consequence of a Approval Period Termination
Event or Tolling Period Termination Event, other than as a
consequence of Purchaser having breached its obligations
thereunder andlor having made material misrepresentations
therein, then, within five (5) calendar days of receipt of the Approval
Materials, Seller shall reimburse Purchaser for all third party costs
expended in obtaining the Approvals (collectively, "Third Party
Approval Costs"), provided, however, such Third Party Approval
Costs shall not exceed $150,000.
If Purchaser terminates the Purchase Agreement as a
consequence of Seller having breached its obligations thereunder
andlor having made material misrepresentations therein, then,
within five (5) calendar days of receipt of the Approval Materials,
Seller shall reimburse Purchaser for all Third Party Approval Costs,
provided, however, such Third Party Approval Costs shall not
exceed $150,000.
No Payment for Approvals
If Purchaser terminates the Purchase Agreement, including, without
limitation, as a consequence of a Due Diligence Termination Event
or Re-Zoning Termination Event, other than as a consequence of
Seller having breached its obligations thereunder and/or having
made material misrepresentations therein, then, Purchaser shall
deliver to Seller the Approval Materials as set forth above and
Seller shall have no obligation to reimburse Purchaser for Third
Party Approval Costs.
If Seller terminates the Purchase Agreement as a consequence of
Purchaser having breached its obligations thereunder and/or
having made material misrepresentations therein, then, Purchaser
shall deliver to Seller the Approval Materials as set forth above and
Seller shall have no obligation to reimburse Purchaser tor Third
Party Approval Costs.
If the Purchase Agreement automatically terminates, Purchaser
shall deliver to Seller the Approval Materials as set forth above and
Seller shall have no obligation to reimburse Purchaser for Third
Party Approval Costs.
The closing of title shall occur no later than seven (7) days after
Purchaser has received the Approvals (as hereinafter defined) to
construct not less than 139 market rate residential units and 24
Page 4 of 6
November 1, 2010
Approvals
Tolling
affordable house units on the Property (163 total units), with
standard conditions.
The Purchaser shall have six (6) months from the date (the
"Approval Period Start Date") the town adopts an ordinance or
redevelopment plan (the "Re-Zoning Plan") codifying the terms of
the Settlement Agreement between Seller and Town (the "Approval
Period") to obtain preliminary and final site plan approval, county
site plan approval, soli erosion control pennlt and such other permits
and approvals necessary to obtain a building pennit on the site, (but
not including developers agreements, foundation or building permits
and o1her similar approvals and pennits) (the "Approvals"). If the
Approval Period Start Date does not occur on or before that date
that is ninety (90) days after the date of Purchase Agreement, the
Seller may terminate the Purchase Agreement (the "Approval
Period Termination Evenr).
Purchaser may tenninate the Purchase Agreement ff the Re-Zoning
Plan contains terms and conditions that, in the aggregate, are
materially different from the terms and conditions of the Settlement
Agreement and, within five (5) calendar days of the Approval Period
Start Date, Seller receives from Purchaser written notice of
Purchaser's intent to terminate the Purchase Agreement (the "Re-
Zoning Tennlnation Evenf').
The Purchaser may elect, and Seller shall agree, to extend the
Approval Period by no more than two (2) three (3) month periods if,
with respect to each three (3) month extension, (i) Purchaser Is
diligently pursuing the Approvals and the Purchaser has filed all
applications for Approvals appropriate at that time and (il) Purchaser
pays to the Seller an extension fee in an amount equal to $25,000
(the "Extension Feej. The Extension Fee shall not be credited to the
Purchase Price. If the Purchaser has not received all Approvals by
the end of the Approval Period, as extended, the Purchase
Agreement shalf automatically terminate and neither party shall have
any further obligation to the other party. The Purchaser shall use its
best efforts to file and prosecute applications for Approvals and shalf
promptly comply with all Instructions and requests of the appropriate
board, authority, agency and/or hearing offrcer with regard to the
process to obtain Approvals.
In the event any Approval following the re-zoning of the Property is
appealed, the Purchaser shall defend the Approval at its own cost
and expense. The Approval Period shall be tolled during tho
pendency of such an appeal, provided, however, with respect to all
such appeals, the Approval Period shall not tofl, in the aggregate,
more than ninety (90) days (the "Tolling Period"}. If the Tolling
Page 5 of 6
November 1, 201 0
Conditions
Precedsnt
to Closing
Title
Condition of
Property
Period exceeds ninety (90) days, the Seller may terminate the
Purchase Agreement (the "Tolling Period Termination Evenf') and,
withfn fifteen (15) calendar days of the date on which the Purchase
Agreement is terminated, Purchaser shall assign to Seller any and
aJI appeals.
As a condition precedent to Purchaser's obligations to purchase the
Property, on or before the Closing Date: (i) The Purchaser shall be
in receipt of all Approvals: and (li) the Purchaser shall deliver the
Purchase Price to the Seller.
Title shall be insurable at regular rates by a title Insurance company
licensed to do business in the State of New Jersey at regular rates.
The Property is being sold "as is" "where is" with no warranties or
representations, Including Implied warranties of fitness for a
particular purpose. Purchaser shall indemnify the Seller for any
claims asserted against the Seller as a result of any condltfon
existing on the Property, including environmental conditions.
Risk of Loss Remains with Seller until closing.
Sellers Consent Seller agrees to execute at the time of signing of Purchase
Agreement, or any time thereafter, at no cost or expense to the
Seller, any necessary consents to allow the Purchaser to prosecute
applications for preliminary site plan approval.
The purpose of this non-binding Letter of Intent is to set forth the key provisions
under which the Seller makes an offer to sell the Property. The Parties recognize and
understand that a formal Purchase Agreement is Intended to be drafted and executed
within twenty-five (25) days from the date this Letter of Intent Is fully executed. If a
binding Purchase Agreement has not been executed within twenty-five (25) days,
neither party shall have any further obligation to the other party. By executing this
Letter of Intent, the Parties shall be obligated to negotiate in good faith. The terms
contained herein shall not be binding until such Ume a formal, written Purchase
Agreement is negotiated and executed by the parties.
Should the provisions outlined herein be acceptable, please sign and return one
copy of this letter to my attention. Upon a Purchase Agreement shall be
prepared and forwarded to the Purchaser's counsel for his/her review within 7 days of
receipt.
ACKNOWLEDGED AND AGREED
Woodmont Properties, LLC
lt/3/lo
I
Very truly yours,
Lehigh Acquisition Corp.
Name: E.dt..vc.rcl so.;"
.Title:
Due Diligence Items
1) All municipal approvals including the latest site plans, resolutions or related
agreements and comment letters from municipal professionals
2) All county, state and outside agency approvals, including approvals from the
NJDEP, Soil Conservation, NJDOT and NJDCA including copies of plans,
reports and the applications relating to such approvals and comment letters

from county and state professionals;
3) All geotechnical information including any data, reports, maps and plans;
4) All environmental studies conducted on or in relation to the Property including
any Phase I and II reports, preliminary and site assessments, remedial
investigations, remedial action workplans, maps, data, conclusions and
approvals
5) All surveys of the Property
6) All utility infrastructure and provider information including can and will serve
letters
,,FW: 555 Central Ave Cranford Page 1 of 4
Fasciano, Terry
From: William Gardner [wgardner@yorkvilleadvisors.com]
Sent: Monday, November 15, 2010 12:37 PM
To: ssantola@woodmontproperties.com
Cc: Louis I. Karp
Subject: FW: 555 Central Ave Cranford
Steve,
f
The Purchase and Sale Agreement does not accurately incorporate the terms and conditions set forth in the LOI. Among
many other issues are the following:
The LOI requires the deposit to be paid to seller. The Purchase and Sale Agreement requires the deposit be paid to your
attorney
The Purchase and Sale Agreement does not accurately incorporate the termination provisions. Among other things, the
Purchase and Sale Agreement does not define Approval Period Termination Event, fails to accurately set forth when
Woodmont must deliver Approval Materials and when, and under what circumstances, Lehigh is required to pay for
Woodmont costs and expenses in connection with Approvals. As you may recall, we agreed these provisions could simply
be copied from the LOI and pasted into the Purchase and Sale Agreement.
The Purchase and Sale Agreement fails to accurately incorporate the tolling provisions in connection with an appeal.
The Purchase Agreement does not even include a provision requiring payment of the purchase price.
I understand Woodmont did not want to circulate the first draft of this agreement. However, you did agree to circulate the
first draft and the first draft should, at a minimum, incorporate the terms and conditions of the LOI.
I'll give you a ring shortly to discuss. Also, I'll follow-up regarding your request for documents.
Bill
4/13/2011
Klein, Steven
From: Stephen Santola [mailto:ssantola@woodmontproperties.com]
Sent: Thursday, November 18, 2010 1:27PM
To: William Gardner; Louis I. Karp
Subject: Cranford Purch and Sale Agrmt
Page 1 of2
Gents, attached is a revised P&S utilizing additional provisions from the LOI. I have redlined the attached against
my initial "attempt" at drafting the agreement. Please review and advise.
Since we have now lost 10 days in the back and forth, I would appreciate a quick response to the attached.
Many thanks.
Stephen A. Santola
Executive Vice President & General Counsel
4/13/2011
,_

One Main Street, Second Floor
Chatham, NJ 07928
Direct: 908.988.1156
Main: 973.316.9400- Ext: 254
Fax: 973.701.0793
ssantola@woodmontproperties.com
www.woodmontproperties.com

advisors
William Gardner
Senior Counsel, Special Situations Group
Yorkville Advisors, LLC
101 Hudson Street Suite 3700
Jersey City, NJ 07302
Main 201.985.8300
Direct 201.536.5130
wgardner@yorkvilleadvisors.com
www. yorkvi I lead visors. com
Jersey City 1 Denver 1 Jupiter I London I Hong Kong
Page 2 of2
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email or its attachment(s) may contain documents which are PRIVILEGED, PROPRIETARY,
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the sender by replying to this e-mail and delete the message and any attachment(s) from your
system. This communication does not reflect an intention by the sender or the sender's client or principal
to conduct a transaction or make any agreement by electronic means. Nothing contained in this message
or in any attachment shall satisfY the requirements for writing, and nothing contained herein shall
constitute a contract or electronic signature under the Electronic Signatures in Global and National
Commerce Act, any version of the Uniform Electronic Transactions Act or any other statute governing
electronic transactions.
4/13/2011
------------
From: William Gardner
Sent: Tuesday, November 23, 2010 1:09 PM
To: 'David Bernhaut'
Cc: Amir Elbaz; 'Stephen Santola'
Subject: Lehigh - Deposit Issue
David,
Page 1 of 1
--------------------------
Attached please find an executed copy of the LOI. Please be advised there is a business issue regarding who will hold
the $200K deposit. The LOI provides that "Purchaser shall pay to the Seller a deposit of Two Hundred Thousand
($200,000) Dollars (the "Deposit") which shall not be refundable, except as hereinafter set forth, but shall be applied to
the Purchase Price." Accordingly, Lehigh is taking the position that Lehigh should hold the deposit. Woodmont has
taken the position that an escrow agent should hoid the deposit.
Please feel free to contact me at the number below with any questions.
Regards,
William Gardner
Senior Counsel, Special Situations Group

advisors
Yorkville Advisors, LLC
101 Hudson Street Suite 3700
Jersey City, NJ 07302
Main 201.985.8300
Direct 201.536.5130
wgardner@yorkyilleadvisors com
www. yorkv1lleadvisors.com
Jersey City I Denver 1 Jupiter I London I Hong Kong
CONFIDENTIALITY NOTICE: This e-mail message is intended only for the intended recipient(s). The email
or its attachment(s) may contain documents which are PRIVILEGED, PROPRIETARY, CONFIDENTIAL and
MATERIAL NON-PUBLIC INFORMATION. If you are not the intended recipient, you are hereby notified
that any dissemination, distribution or copying of this e-mail and any attachment(s} is strictly prohibited. If
you have received this e-mail in error, please immediately notify the sender by replying to this e-mail and
delete the message and any attachment(s) from your system. This communication does not reflect arr intention
by the sender or the sender's client or principal to conduct a transaction or make any agreement by electronic
means. Nothing contained in this message or in any attachment shall satisfy the requirements for writing, and
nothing contained herein shall constitute a contract or electronic signature under the Electronic Signatures in
Global and National Commerce Act, any version of the Uniform Electronic Transactions Act or any other
statute governing electronic transactions.
5/1 l/2011
From: William Gardner
Sent: Wednesday, November 24, 2010 1!32 PM
To: 'David Bernhaut'
Cc: Amir Elbaz; 'Stephen Santola'
Subject: RE: Lehigh - Deposit Issue
The Yorkville offices are closed. We will revert to you early next week regarding extending the LOI.
We have not yet provided written comments because the drafts circulated by Woodmont contain terms and
conditions that differ materially from the terms and conditions set forth in the LOI. We have had several calls to
discuss these differences.
In an effort to continue to move the process forward, we will direct Louis to begin modifying the P&S
Agreement. Please note substantial revisions will be required to finalize the P&S Agreement. Withholding
comments and discontinuing due diligence will only delay the process. We would ask Woodmont to reconsider
its decision.
Bill
5/1112011
- - - - - - - - - - - " - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
From: Stephen Santola [mailto:ssantola@woodmontwoperties.com]
Sent: Friday, December 03, 2010 1:58 PM
To: William Gardner
Subject: RE: Cranford additional due diligence items
Please recall Amir has not yet agreed to an extension to the 25 day contract deadline
Stephen A. Santola
Executive Vice President & General Counsel
Direct: 908.988.1156
ssantola@woodmontproperties.com
5111/2011
Stephen A. Santola
Executive Vice President
General .Counsel
Woodmont Properties, LLC
Lehigh Acquisition Corp.
c/o Yorkville Advisors, LLC
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302
December 20, 201 0
119 Cherry Hill Road, Suite 11 o
Parsippany, New Jersey 07054
Re: Termination of Negotiations with respect to Sale of Premises
Located at 555 South Avenue, Cranford, New Jersey
Dear Mr. Santola:
Reference is made to that certain letter of intent dated November 1, 2010 (the
"LOI") by and between Lehigh Acquisition Corp. (
11
Lehigh") and Woodmont Properties,
LLC ('Woodmontu). Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the LOI.
Please be advised the LOI has terminated in accordance with its terms as a -
consequence of Lehigh and Woodmont having failed to execute a binding Purchase
Agreement within twenty five (25) days of the date of the LOI. Furthermore, we regret
to inform you that Lehigh has decided to terminate negotiations with Woodmont with
respect to a sale of the Property.
Please feel free to contact Amir Elbaz with any questions (201-9858300).
Very truly yours,
Lehigh Acquisition Corp.
Name: Edwar Schinik
Title: Treasurer