---



##### 



Page1. DEFINITIONS
    
    
    42. PURCHASE AND SALE
    
    
    73. DUE DILIGENCE; ACCESS
    
    
    84. PURCHASE PRICE AND DEPOSIT
    
    
    115. STATUS OF TITLE
    
    
    166. TITLE INSURANCE; LIENS
    
    
    177. APPORTIONMENTS
    
    
    208. PROPERTY NOT INCLUDED IN SALE
    
    
    229. COVENANTS OF SELLER
    
    
    2210. CONDOMINIUM STRUCTURE
    
    
    2411. ASSIGNMENTS BY SELLER AND ASSUMPTIONS BY PURCHASER; EMPLOYEES
    
    
    2712. CONDITIONS TO CLOSING.
    
    
    3013. CONDITION OF THE PROPERTY, PURCHASER INDEMNITY
    
    
    3314. SELLERS REPRESENTATIONS.
    
    
    3515. PURCHASERS REPRESENTATIONS.
    
    
    3816. DAMAGE AND DESTRUCTION
    
    
    4017. CONDEMNATION
    
    
    4218. BROKERS AND ADVISORS
    
    
    4319. TAX REDUCTION PROCEEDINGS
    
    
    4320. TRANSFER TAXES AND TRANSACTION COSTS
    
    
    4421. DELIVERIES TO BE MADE ON THE CLOSING DATE
    
    
    4522. CLOSING DATE
    
    
    4623. NOTICES
    
    
    4724. DEFAULT BY PURCHASER OR SELLER
    
    
    4825. FIRPTA COMPLIANCE
    
    
    5126. ENTIRE AGREEMENT
    
    
    5127. AMENDMENTS
    
    
    5128. WAIVER
    
    
    5129. PARTIAL INVALIDITY
    
    
    5130. SECTION HEADINGS
    
    
    5231. GOVERNING LAW
    
    
    5232. PARTIES; ASSIGNMENT AND RECORDING
    
    
    5233. CONFIDENTIALITY AND PRESS RELEASES
    
    
    5334. FURTHER ASSURANCES
    
    
    54




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##### 



Page35. THIRD PARTY BENEFICIARY
    
    
    5436. JURISDICTION AND SERVICE OF PROCESS
    
    
    5437. WAIVER OF TRIAL BY JURY
    
    
    5438. MISCELLANEOUS
    
    
    5539. ATTORNEYS FEES
    
    
    5640. EXCULPATION
    
    
    5641. SURVIVAL
    
    
    56
 ExhibitsExhibit A
    
    Description of the LandExhibit B
    
    Letter of IntentExhibit C
    
    [Reserved]Exhibit D
    
    Form of Assignment and Assumption of Union ContractExhibit E
    
    Form of DeedExhibit F
    
    Form of Bill of SaleExhibit G
    
    Form of FIRPTA AffidavitExhibit H
    
    Form of Omnibus Assignment and Assumption AgreementExhibit I
    
    Form of Assignment and Assumption of ContractsExhibit J
    
    Additional Condominium Provisions
 SchedulesSchedule 3(a)
    
    List of Property InformationSchedule 5(b)
    
    [Reserved]Schedule 8
    
    Excluded PropertySchedule 14(a)(iii)
    
    List of ContractsSchedule 14(a)(iv)
    
    LitigationSchedule 14(a)(vi)
    
    List of EmployeesSchedule 14(a)(ix)
    
    Open Tax Years
 3




---



##### 



Agreement Effective Date Seller Purchaser
  Land Exhibit A Building
 Unit Condominium Unit 1 Post Office Bridge Unit 2 Premises
   DEFINITIONS
 Actual Knowledge
    
    Section 14(c)Agreement
    
    PreambleAnti-Money Laundering Laws
    
    Section 15(a)(vii)Apportionment Date
    
    Section 7(a)Asbestos
    
    Section 13(c)Bridge
    
    Recitals
 4




---



##### 



Broker
    
    Section 18(a)Building
    
    RecitalsBuilding Engineers
    
    Section 11(b)(i)Business day
    
    Section 4(g)Casualty Election Date
    
    Section 16(c)Chicago Title
    
    Section 4(a)Chicago Title Commitment
    
    Section 5(b)Closing
    
    Section 22Closing Date
    
    Section 22Code
    
    Section 25Commitment
    
    Section 6(a)Common Elements
    
    Section 10(b)Condominium
    
    RecitalsCondominium Association
    
    Section 10(b)Condominium Instruments
    
    Section 10(b)Contract Deposit
    
    Section 4(b)Contracts
    
    Section 11(a)(i)Day
    
    Section 4(g)DBSWPA
    
    Section 11(b)(i)Default Rate
    
    Section 7(h)Deposit
    
    Section 4(b)Diligence Party
    
    Section 14(c)Disclosed Survey Items
    
    Section 5(a)Disclosure Parties
    
    Section 33(a)Due Diligence Period
    
    Section 3(b)Employees
    
    Section 14(a)(vi)Environmental Laws
    
    Section 13(c)ERISA
    
    Section 15(a)(v)Escrow Agent
    
    Section 4(b)Escrow Agreement
    
    Section 4(a)Excluded Property
    
    Section 8Existing Survey
    
    Section 5(a)Existing Title Policy
    
    Section 5(b)Final Adjustment Statement
    
    Section 7(g)Financial Institution
    
    Section 15(a)(vi)FIRPTA
    
    Section 25Force Majeure Event
    
    Section 38(d)Hazardous Materials
    
    Section 13(c)
 5




---



##### 



Intangible Personalty
    
    Section 2(a)Labor Laws
    
    Section 11(b)(ii)Land
    
    RecitalsLetter of Credit
    
    Section 4(c)Limitation Period
    
    Section 14(b)LOC Issuer
    
    Section 4(c)LOI
    
    Section 3(b)LOI Deposit
    
    Section 4(a)Minimum Amount
    
    Section 24(c)Notice of Breach
    
    Section 14(b)Notices
    
    Section 23OFAC
    
    Section 15(a)(vi)Objection Cut Off Date
    
    Section 6(b)Outside Closing Date
    
    Section 12(c)Patriot Act
    
    Section 15(a)(vii)PCBs
    
    Section 13(c)Permits
    
    Section 2(a)Permitted Assignee
    
    Section 32(a)Permitted Encumbrances
    
    Section 5Person
    
    Section 15(a)(vi)Personalty
    
    Section 2(a)Post-Closing Damage Cap
    
    Section 24(c)Post Office
    
    RecitalsPremises
    
    RecitalsProperty
    
    Section 2(a)Property Information
    
    Section 3(a)Property Taxes
    
    Section 7(a)(i)Protected Information
    
    Section 3(a)Purchase Price
    
    Section 4Purchaser
    
    PreamblePurchaser Party
    
    Section 15(a)(vi)Purchaser Qualification
    
    Section 12(a)(i)Purchasers Objection Notice
    
    Section 6(b)Purchasers Representatives
    
    Section 3(b)Remedy
    
    Section 6(b)Representation
    
    Section 14(a)Seller
    
    PreambleSeller Knowledge Individual
    
    Section 14(a)
 6




---



##### 



Seller Parties
    
    Section 3(e)Seller Qualification
    
    Section 12(b)(i)Sellers Actual Knowledge
    
    Section 14(a)Sellers Broker
    
    Section 18(a)Sellers Representative
    
    Section 3(b)Specially Designated Nationals and Blocked Persons
    
    Section 15(a)(vi)Suit Deadline
    
    Section 14(b)Survival Date
    
    Section 41(a)Taking
    
    Section 17(a)Tax Certiorari Proceeding
    
    Section 20Tax Year
    
    Section 19Title Company
    
    Section 6(a)Title Objections
    
    Section 6(b)Title Policy
    
    Section 6(a)Transfer Taxes
    
    Section 20(a)Transfer Tax Laws
    
    Section 20(a)Union Contract
    
    Section 11(b)(i)Unit 1
    
    RecitalsUnit 1 Development Date
    
    Section 11(c)Unit 2
    
    RecitalsU.S. Person
    
    Section 15(a)(vi)Utilities
    
    Section 7(d)Violations
    
    Section 6(d)
 PURCHASE AND SALE
 Personalty Section 11(b) Permits Intangible
Personalty Section 11(c)
 7




---



##### 



Property Section 10
 de minimis
 DUE DILIGENCE; ACCESS
 Schedule
3(a) Property Information Protected Information Section 33 Section
33
 Purchasers Representatives LOI Exhibit B Due
Diligence Period Section 3 Sellers Representative
 8




---



##### 



9




---



##### 



Section 3(c) Section 41
  Seller Parties Section 3 Section 3(e) Section 41
  10




---



##### 



PURCHASE PRICE AND DEPOSIT
 Purchase
Price
 Chicago Title LOI Deposit Escrow
Agreement
 Escrow Agent Contract Deposit Section 4(c) Section 4(c) Section 4(d)
 11




---



##### 



Deposit
 LOC
Issuer Letter of Credit
 Section
4
  12




---



##### 



Section 4(d)(i)(2) Section 4(d)(i)(3)
  13




---



##### 



14




---



##### 



Section 4(d)(iii)
 Section 4(c)
    Section 4(d) Section 41
  Section 4
 Section 4(c) i.e.
 15




---



##### 



business day day days business day business days
 STATUS OF TITLE
 Permitted Encumbrances
 Disclosed Survey Items Existing Survey
 Existing Title Policy Chicago Title Commitment
 Section
5
  Section 7
  16




---



##### 



Section 5(i)
        TITLE INSURANCE; LIENS
 Commitment Title Company Title Policy
 17




---



##### 



Title Objection Title Objections Purchasers Objection Notice th th Objection
Cut Off Date Remedy Section 6(c) Section 6(b) .
 18




---



##### 



Violations Section 6(d) Section 5(i)
  19




---



##### 



APPORTIONMENTS
 Apportionment
Date
 Property
Taxes Property Taxes Section 7(b)
       20




---



##### 



Utilities
   Section 4 Final Adjustment Statement
 21




---



##### 



Section 7 Default
Rate Section 7
 Section 7 Section 41
 PROPERTY NOT INCLUDED IN SALE
 Section 7 Schedule 8 Excluded Property
 COVENANTS OF SELLER
     22




---



##### 



Section 9(b)
 Section 10
 Section 9(a) Section 9(b)
     Section 9(b) PURCHASERS FAILURE TO RESPOND TO THIS REQUEST
WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT THEREOF BY PURCHASER SHALL BE DEEMED TO BE PURCHASERS
APPROVAL OF THE REQUEST
  23




---



##### 



CONDOMINIUM STRUCTURE
 Section 10(a) PURCHASERS FAILURE TO
RESPOND TO THIS REQUEST WITHIN TEN (10) DAYS AFTER RECEIPT THEREOF BY PURCHASER SHALL BE DEEMED TO
BE PURCHASERS APPROVAL OF THE REQUEST WITHOUT PURCHASERS INPUT
 Condominium Association Condominium Instruments
 24




---



##### 



Exhibit J Section 11(c) Section 10(f) Section 11(c)
 25




---



##### 



Exhibit J
 Common Elements
 Section 10(d)
 26




---



##### 



Section 10(d)
  Section 10(a), CONDOMINIUM ASSOCIATIONS FAILURE TO RESPOND TO
THIS REQUEST WITHIN EIGHT (8) BUSINESS DAYS AFTER RECEIPT THEREOF BY THE CONDOMINIUM ASSOCIATION
SHALL BE DEEMED TO BE THE CONDOMINIUM ASSOCIATIONS APPROVAL OF THE REQUEST WITHOUT THE CONDOMINIUM
ASSOCIATIONS INPUT
 ASSIGNMENTS BY SELLER; EMPLOYEES
 Assignment Section 21 Section 21
 Contracts
  27




---



##### 



Employees; Union Contracts
 Section 21 Schedule 14(a)(vi) Building
Engineers Exhibit D Union
Contract DBSWPA Section
11(b)(ii)
  28




---



##### 



Labor Laws
 Section 11(b) Section 41
 Development Rights Section 10(b) Unit 1 Development Date
 29




---



##### 



Section 10(b) Section 11(c) Section
41
 CONDITIONS TO CLOSING.
 Conditions to Obligations of Seller
 Representations and Warranties Section 12(a)(i) Purchaser
Qualification
 Performance of Obligations
 30




---



##### 



Condominium Section 10 Section
12(a)(iii) Section 12(a)(iii)
 Conditions to Obligations of Purchaser
 Representations and Warranties Section 14(a) Section
12(b)(i) Seller Qualification
 Performance of Obligations
 31




---



##### 



Condominium Section 10 Section 12(b)(iii) Section
12(b)(iii)
 Failure of Condition Section 12(a) Section 12(a)(ii) Section 12(b) Sections 12(a) 12(b) Section 12(a) Section 24(a) Section 24(b) Section 24(a) Section 12(b) Section 24(a) Outside Closing Date
 32




---



##### 



CONDITION OF THE PROPERTY, INDEMNITIES
 SECTION 14(a)
 AS IS WITH ALL FAULTS AND DEFECTS SECTIONS 16 17
 33




---



##### 



Hazardous Materials hazardous materials, hazardous
wastes, hazardous substances, industrial wastes, toxic
pollutants, Asbestos PCBs Environmental Laws et seq et seq et seq et seq et seq et seq et seq et seq et seq
 34




---



##### 



Section 14(a)
   Section 13 Section 41
 SELLERS REPRESENTATIONS
 Sellers Representations Representation Representations
  35




---



##### 



Schedule 14(a)(iii) Schedule 14(a)(iii)
 Schedule 14(a)(iv) Young Woo & Assoc., Inc. &
Two Eagles LLC v. Andrew Y. Kim, Index No. 652208/2010 (Sup. Ct. NY)
  Schedule 14(a)(vi) Employees
 foreign person
  Schedule 14(a)(ix)
 36




---



##### 



to Sellers Actual Knowledge Seller Knowledge Individual
 Survival of Sellers Representations Section 14(a) Section
41 Limitation Period Section 24 Notice of Breach Suit Deadline
 Limitations on Sellers Representations Section 14(a) Section 9(b) Diligence Party Diligence Parties
 37




---



##### 



Actual Knowledge
 PURCHASERS REPRESENTATIONS.
     38




---



##### 



ERISA party in interest
 Person U.S. Person OFAC Specially Designated Nationals and
Blocked Persons Purchaser Party Financial Institution
 Section 15(a) Anti-Money Laundering Laws
 39




---



##### 



Patriot Act
  Survival Section 15 Section 41
 DAMAGE AND DESTRUCTION
  Section 16(a)(i)
 40




---



##### 



Section 16(a) Section 16(e) Section 16(e) Section 16
 Casualty Election Date Section 16(a)(ii) Section 16(b)
  Section 16 Section 16
 41




---



##### 



CONDEMNATION
 Taking
 Section 17 Section 17
 42




---



##### 



BROKERS AND ADVISORS
 Broker Sellers Broker
  Section 18 Section 41
 TAX REDUCTION PROCEEDINGS
 Tax Certiorari Proceeding Tax Year
 43




---



##### 



Section 19 Section 41
 TRANSFER TAXES AND TRANSACTION COSTS
 Transfer Tax Laws Transfer
Taxes
  Section 10(e)
 Section 20 Section 41
 44




---



##### 



DELIVERIES TO BE MADE ON THE CLOSING DATE
 Sellers Documents and Deliveries
 Exhibit E
 Exhibit F
 Section 25 Exhibit G
 Exhibit I
 Exhibit
D
         45




---



##### 



Purchasers Documents and Deliveries
 Section 4(f)
  Jointly Executed Documents
  Exhibit H
  Section 21 Section 41
 CLOSING DATE
 Closing Section 21 Section 12
 46




---



##### 



Closing
Date
 NOTICES
 Notices
 If to Seller:72 Wall StreetNew York, New York 10005Attention:Facsimile:E-mail:with copies to:Mr. Jun Gyu LeeMy Asset Investment Management Co., Ltd.6th floor Donghwa Building25-5 Yoido-Dong Youngdengpo-GuSeoul, KoreaFacsimile: 822-3774-6119E-mail: jungyu.lee@mai.co.krand to:Pillsbury Winthrop Shaw Pittman LLP2300 N Street, NWWashington, DC 20037Attention: Hakkyun KimFacsimile: (202) 663-8007E-mail: hakkyun.kim@pillsburylaw.com
 47




---



##### 



If to Purchaser:8/F Xihuan Plaza1 Xizhimenwai AvenueXicheng District, Beijing, 100044Attention: Vincent MoFacsimile:E-mail: vincentmo@soufun.comwith a copy to:Leonard H. HechtThomas T. Hecht, P.C.1270 Avenue of the Americas, Suite 214New York, New York 10020Direct Dial: 212-245-5659Facsimile: 212-956-7432Email: leonard.hecht@hechtlaw.comIf to the Escrow Agent:Commonwealth Title Insurance Corp.2 Grand Central Tower140 East 45th Street, 22nd floorNew York, NY 10017Attention: Christopher J. Bruno, Esq.Facsimile:Email:
 Section 23
 DEFAULT BY PURCHASER OR SELLER
 Purchaser Defaults
 48




---



##### 



Section 24(a)
 Seller Pre-Closing Defaults Sections 21(a) 21(c)
 49




---



##### 



lis
pendens
 Defaults Discovered Post-Closing Post-Closing Damage Cap Minimum
Amount
 Limitation on Seller Default.
 Return of Deposit Section 3 Section 3(g)
 Survival Section 24 Section
41
 50




---



##### 



FIRPTA COMPLIANCE
 FIRPTA Code Exhibit G
 ENTIRE AGREEMENT
 Section 26 Section
41
 AMENDMENTS
 Section 27 Section 41
 WAIVER
 Section 28 Section 41
 PARTIAL INVALIDITY
 Section 29 Section 41
 51




---



##### 



SECTION HEADINGS
 Section 30 Section 41
 GOVERNING LAW
 Section 31 Section
41
 PARTIES; ASSIGNMENT AND RECORDING
  Section 32 Section 32(b) Permitted Assignee
 Section 32(c) lis pendens Section 24(b)
 Section 32(a) 32(c) Section 41
 52




---



##### 



Section 32(b) Section 41
 CONFIDENTIALITY AND PRESS RELEASES
 Disclosure Parties Section 33
  Section 33 FRBNY
 Section 33
 53




---



##### 



FURTHER ASSURANCES
 Section 34 Section 41
 THIRD PARTY BENEFICIARY
 Section 35 Section
41
 JURISDICTION AND SERVICE OF PROCESS
 Section 36 Section 41
 WAIVER OF TRIAL BY JURY
 Section 37 Section 41
 54




---



##### 



MISCELLANEOUS
    Force Majeure Event
 55




---



##### 



Section 38 Section 41
 ATTORNEYS FEES
 Section 39 Section 41
 EXCULPATION
 Section 40 Section 40 Section 41
 SURVIVAL
 Section 21(a) Survival Date
 56




---



##### 



57




---



##### 



58




---



##### 



SELLER:SAHN EAGLE LLC,a Delaware limited liability companyBy:
    
    /s/ Lee Jun GyuName:
    

Lee
Jun GyuTitle:
    

Manager




---



##### 



PURCHASER:SOUFUN HOLDINGS LIMITED,a Cayman Islands companyBy:
    
    /s/ Vincent Tianquan MoName:
    

Vincent
Tianquan MoTitle:
    

Executive
Chairman




---



##### 



Section 4 Section 23
 COMMONWEALTH LAND TITLE INSURANCECOMPANY, as Escrow AgentBy:
    
    /s/ Christopher
J. BrunoName:
    
    Christopher J.
BrunoTitle:
    
    Counsel
and Vice President




---



##### 



EXHIBIT A
 Description of the Land
          A-1




---



##### 



A-2




---



##### 



EXHIBIT B
 Letter of Intent
  B-1




---



##### 



LETTER OF INTENT 
(72 Wall Street, New York, New York)
 th
 
 Seller LOI
 PROPERTY:
    
    The Property means that portion of the land, building and other
improvements located at 72 Wall Street, New York, New York. (with
approximately 196ft-8in of frontage on Pearl Street, 141ft-4in frontage on
Pine Street and 89ft-5in frontage on Wall Street, and a lot size of
approximately 22,014 square feet in Block-Lot: 00040-0001) with the
exception of a to be formed condominium unit comprised of: (i) the
portion of the Property formerly occupied by the United States Post Office
including the cellar, ground floor, second, third and fourth floors; (ii)
the portion of floors six, seven, and eight of the Property that are
directly above the footprint of the Property formerly occupied by the US
Post Office; and (iii) the pedestrian bridge that connects from the
Property to the building located at 70 Pine Street.PURCHASER:
    
    An entity to be formed and controlled by SouFun Holdings Ltd.PURCHASE PRICE:
    
    $46,000,000, payable in cash.LOI DEPOSIT:
    
    Simultaneously with the execution of this LOI, Purchaser shall
deliver to Chicago Title Insurance Company, as escrow agent (Escrow
Agent), a good-faith letter of credit or cash deposit in the amount of $
1,000,000 (the LOI Deposit), which shall be held in accordance with the
terms of the escrow agreement agreed upon by Seller and Purchaser. In the
event Purchaser delivers the LOI Deposit in the form of a letter of credit,
such letter of credit shall be an unconditional and irrevocable stand by
letter of credit, in a form acceptable to Seller, issued by a bank which is
a member of the New York Clearing House Association and that is otherwise
reasonably acceptable to Seller, naming Escrow Agent as
beneficiary, in the amount of $1,000,000 available for drawing. At any time
prior to December 15, 2010, Purchaser shall have the right, in its sole
discretion, to cancel this LOI and receive a refund of the LOI Deposit,
upon which each party shall be released from any and all obligations and
liabilities to the other hereunder, except
 B-2




---



##### 



for the provisions
hereof that expressly
survive termination of this
LOI, and each party shall be
liable for its own costs and
expenses, including legal
fees. If by 5:00 p.m.
Eastern Standard Time on
December 15, 2010, the LOI
has not been terminated, the
LOI Deposit shall become
non-refundable to Purchaser,
and the LOI Deposit shall,
at Sellers option, either
be (i) credited against the
Downpayment (hereinafter
defined) or (ii) returned to
Purchaser upon Purchasers
payment of the
Downpayment.CONTRACT:
    
    Seller and Purchaser
shall negotiate a purchase
and sale agreement for the
sale and purchase of the
Property on terms and
conditions mutually
acceptable to Seller and
Purchaser (the Contract)
and consistent with this
LOI. Sellers attorney will
provide draft of the
Contract within 7 (seven)
business days of full
execution and delivery of
this LOI.CONTRACT DEPOSIT:
    
    With the execution of
the Contract which shall be
no later than December 15,
2010 (time being of the
essence), Purchaser will pay
a non-refundable deposit in
the amount of $4,600,000.00
(the Downpayment) to
Escrow Agent, which shall
consist of an unconditional
and irrevocable stand by
letter of credit, in a form
acceptable to Seller, issued
by a bank which is a member
of the New York Clearing
House Association and that
is otherwise reasonably
acceptable to Seller,
naming Escrow Agent as
beneficiary, in the amount
of $4,600,000 available for
drawing (the Letter of
Credit). The Downpayment is
subject to adjustment in the
event Purchaser elects to
apply the LOI Deposit
against the Downpayment as
described above. At the
Closing (hereinafter
defined), the Letter of
Credit shall be returned to
Purchaser and shall not be
credited against the
Purchase Price. If a Closing
is not consummated by Seller
and Purchaser on or prior to
February 21, 2011 for any
reason whatsoever other than
a material breach of the
Contract by Seller or the
failure of the Condominium
Structure (hereinafter
defined) to be approved by
the Attorney General of the
State of New York (the
Attorney General) or other
required governmental
authority, Seller shall
retain the Downpayment as
liquidated damages and
thereafter each party shall
be released from any and all
obligations and liabilities
to the other hereunder,
except for the provisions
hereof that expressly
survive termination of this
LOI or the Contract.PROPERTY MATERIALS:
    
    Prior to execution of
the Contract, Seller shall
make available to Purchaser
certain written materials
with respect to the
Property, including,
without limitation,
property studies and
inspection reports (the
Property Reports).
Purchaser expressly
acknowledges and agrees
that neither Seller nor any
of its affiliates,
officers, directors,
employees, advisors or
agents, have
 B-3




---



##### 



made or will
be making any
representation or
warranty as to the
content, accuracy
or completeness of
such Property
Reports and Seller
shall have no
liability to
Purchaser
resulting from
Purchasers use or
reliance upon the
Property Reports.
Purchaser is
relying entirely on
its own evaluation
of the Property and
is not relying on
any
representations,
warranty, assurance
or statement of any
kind made by
Seller, or any
other person or
entity acting on
behalf of Seller.
Purchaser shall
maintain the
confidentiality of
the Property
Reports in
accordance with the
terms of this LOI
and if this LOI is
terminated for any
reason Purchaser
shall immediately
return all
Property Reports
and due diligence
studies and reports
obtained by
Purchaser to
Seller. The terms
of this Section
shall survive the
termination of this
LOI.INSPECTION PERIOD:
    
    Following
execution of the
LOI, the Purchaser
shall have a due
diligence period up
to December 15,
2010 (the Due
Diligence Period).
If the Contract is
fully executed
prior to December
15, 2010, the
Contract shall
provide for such
Due Diligence
Period but in no
event shall the LOI
Deposit become
refundable after
5:00 p.m. Eastern
Standard Time on
December 15, 2010
unless pursuant to
the LOI Deposit
paragraph above.
During the Due
Diligence Period,
Seller will
provide to
Purchaser and
Purchasers
consultants and
representatives
access to the
Property at
reasonable times
and upon prior
reasonable notice
for Purchaser to
conduct such
studies, tests and
investigations as
Purchaser requires
to evaluate the
condition of the
Property. Purchaser
shall not conduct
any invasive
testing without
Sellers prior
consent, not to be
unreasonably
withheld,
conditioned or
delayed.
Purchaser shall
indemnify, defend
and hold harmless
Seller and Sellers
officers,
directors,
partners,
principals, agents,
consultants,
representatives and
advisors (the
Seller Parties)
from and against
all damage, cost,
loss, liens,
claims,
liabilities and
expenses
(including
reasonable
attorneys fees)
incurred by any
of the Seller
Parties arising out
of such access.
Prior to and during
the period of any
such access
Purchaser agrees to
obtain and maintain
insurance of the
types and amounts
reasonably required
by Seller listing
Seller and any
other Seller Party
requested by Seller
as additional
insureds.PROPERTY AS IS:
    
    Purchaser
will accept the
Property as is,
where is and with
all faults and
defects, and Seller
shall not be
obligated to
perform any capital
improvements or
other work or
repairs whatsoever
thereon.CLOSING:
    
    The closing
of the conveyance
of the Property
(the Closing)
will occur on
February 21, 2011
(the Closing
Date); provided,
however, that in
the event that
approval by the
Attorney General or
any other required
governmental
authority to the
creation of
 B-4




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##### 



the Condominium
Structure is not issued
by the Closing Date, the
Closing Date may be
extended by either party
providing written notice
to the other to the date
which is 5 days after the
date on which the
Attorney General and any
other required
governmental authority
approves the Condominium
Structure but in no
event shall the Closing
take place after April
30, 2011 (the Outside
Closing Date). In the
event the Closing has
not taken place by the
Outside Closing Date,
Seller and Purchaser
shall each have the
option to terminate the
Contract upon five
business days written
notice to the
other.TRANSACTION COSTS:
    
    Without
limitation, Purchaser
shall be responsible for
all title examination,
title insurance,
architectural, survey
and recording costs and
expenses. The parties
shall each bear the cost
of their respective
attorneys and other
advisors. Seller
shall bear all
recordation, transfer
costs and expenses and
any filing fees incurred
in connection with
establishing the
Condominium
Structure.BROKERAGE:
    
    Other than with
respect to a certain
brokerage fee that may
be payable to The Ariel
Group Realty Corp., by
Seller at the Closing
pursuant to a separate
agreement, each of
Purchaser and Seller
represents and warrants
that it has not dealt
with any broker,
consultant, finder or
like agent who might
be entitled to a
commission or
compensation on account
of introducing the
parties hereto, the
negotiation or execution
of this LOI or the
Contract, or the closing
of the transactions
contemplated
hereby.CONFIDENTIALITY:
    
    Seller and
Purchaser agree to hold
this LOI in strict
confidence and neither
shall disclose either
the existence or
substance of this LOI to
any third party without
the express prior
written consent of
Seller. Purchaser agrees
to hold any information
furnished by any party
comprising Seller or its
agents in strict
confidence and shall not
disclose such
information to any third
party without the
express prior written
consent of Seller.
Notwithstanding the
foregoing, the terms
of this
confidentiality
provision shall not
apply to information
that (i) already is or
becomes generally
available to the public
other than as a result
of a disclosure by
Seller or Purchaser, as
applicable, or its
agents, or (ii) was or
becomes available or
known to Seller or
Purchaser, as
applicable, on a
non-confidential basis
from a source other than
Seller or Purchaser, as
applicable, or its
agents, provided that
such source was not
bound by a
confidentiality
agreement, or
(iii) information
which is
independently developed,
discovered or arrived at
by Seller or Purchaser,
as applicable, or its
representatives.
Notwithstanding the
foregoing, Purchaser
shall be permitted
to disclose the
existence and substance
of this LOI and any
other information
(i)
 B-5




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to the extent necessary
or desirable to effectuate the
intent of this LOI (including,
without limitation, to its
attorneys, consultants,
partners, architects,
affiliates, lenders and
accountants), or (ii) as
required by law or judicial
process. The terms of this
Section shall survive the
termination of this LOI for a
period of 180 days.EXCLUSIVITY
    
    After signing of this
LOI and payment of the LOI
Deposit, Purchaser shall have
the exclusive right to
negotiate to buy the Property
until December 15, 2010.
During such time, Seller and
its agents/brokers shall stop
soliciting, talking,
negotiating, or signing any
document orally or in writing
with other potential buyers or
third parties about the
selling/purchasing/leasing of
the Property.CONDOMINIUM
    
    After the signing of
this LOI and payment of the
LOI Deposit, Seller shall work
to have the building subjected
to a condominium regime and
the Property converted into a
condominium unit (the
Condominium Structure). In
connection with the
preparation of such
condominium documents, Seller
and Purchaser will cooperate
with one another to reasonably
allocate the costs of
maintenance of the condominium
common elements between Seller
and Purchaser. In the event
that the Condominium
Structure has not been
approved by the Attorney
General or any other
required governmental
authority prior to the Closing
date, the Closing date may be
extended as set forth in the
Closing section above. The
condominium documents shall
include a mutual right of
first refusal for Seller and
Purchaser to each have a right
to buy the others condominium
unit in the event that the
other elects in its sole
discretion to sell its
condominium unit.
    B-6




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B-7




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##### 



Please confirm your agreement with the terms of this LOI by signing in the space
provided below and returning to the undersigned a copy of this LOI.
 Very truly yours,
SAHN EAGLE LLCBy:

/s/
Lee
Jun GyuName:
    Lee Jun GyuTitle:
    Manager AGREED TO BY PURCHASER: 
SouFun Holdings Ltd.By:

/s/
Vincent Tianquan MoName:
    Vincent Tianquan MoTitle:

    Executive Chairman B-8




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##### 



EXHIBIT C
  C-1




---



##### 



EXHIBIT D
 Form of Assignment and Assumption of Union Contract
 Assignor        Assignee Schedule A Union Contract Premises
       D-1




---



##### 



D-2




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##### 



ASSIGNOR:SAHN EAGLE LLC,
a Delaware limited liability companyBy:
    
    Name:Title:ASSIGNEE:[CONDOMINIUM ASSOCIATION SIGNATURE
BLOCK TO BE INSERTED]
 D-3




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##### 



D-4




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##### 



EXHIBIT E
 Form of Deed1
 
 Grantor        Grantee
  Condominium  Condominium
Instruments
     
 1
    
    To be revised after review by local
condominium counsel. E-1




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##### 



GRANTOR:
    
    SAHN EAGLE LLC,
a Delaware limited liability companyBy:
    
    Name:Title:
 E-2




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##### 



STATE OF NEW YORK
    

    )COUNTY OF NEW YORK
    
    )
    
    ss.:
 
 Signature
and Office of individual
taking acknowledgment
 Bargain and Sale Deed
    
    SECTION:
    
    1Without Covenant Against Grantors Acts
    
    BLOCK:
    
    40LOT:
    
    1COUNTY:
    
    New YorkSAHN EAGLE LLC
    
    STREET
    
    72 Wall StreetADDRESS:
    
    New York, New York10005TO[],

    RETURN BY MAIL TO:NEW YORK BRANCH
 E-3




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##### 



EXHIBIT F
 Form of Bill of Sale
 Seller        Purchaser Purchase Agreement
   __
 SAHN EAGLE LLC, a Delaware limited liability companyBy:
    
    Name:Title:
 F-1




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##### 



EXHIBIT G
 FIRPTA Affidavit
 Seller
  
  
   SAHN EAGLE LLC, a Delaware limited liability companyBy:
    
    Name:Title:
 
 G-1




---



##### 



EXHIBIT H
 Form of Omnibus Assignment and Assumption Agreement
 Agreement   Assignor        Assignee
  Condominium   2  Purchase
Agreement Property
Matters
    
 2
    
    Property description to be confirmed. H-1




---



##### 



H-2




---



##### 



ASSIGNOR:SAHN EAGLE LLC, a Delaware limited liability companyBy:Name:Title:ASSIGNEE:[PURCHASERS SIGNATURE BLOCK TO BE INSERTED]
 H-3




---



##### 



EXHIBIT I
 Form of Assignment and Assumption of Contracts
 Assignor        Assignee  Purchase Agreement Schedule A
       I-1




---



##### 



ASSIGNOR:SAHN EAGLE LLC, a Delaware limited liability companyBy:
    
    Name:Title:ASSIGNEE:[CONDOMINIUM ASSOCIATION SIGNATURE BLOCK TO BE
INSERTED]
 I-2




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##### 



Contracts
 I-3




---



##### 



EXHIBIT J
 Additional Condominium Provisions
  Condominium
Association
 1.
    
    Amendments to Declaration or By-Laws, except to the extent such amendments do not
adversely affect the then-existing rights of the owner of Unit 1;2.
    
    Termination of Condominium Regime;3.
    
    Elections not to rebuild after damage or destruction, except to the extent such
elections do not affect the owner of Unit 1;4.
    
    Borrowings by the Condominium Association (not the Unit Owners);5.
    
    Building insurance that differs from the original insurance required by the bylaws of
the Condominium Association in place at Closing;6.
    
    Applications for variances and other exceptions and changes from zoning or land use
laws, which if approved or granted, would materially affect Unit 1;7.
    
    Changing any reserve fund originally established for capital improvements, replacement,
and major repairs to Common Elements or establishing any new reserve fund, except as may be
required by applicable law;8.
    
    Special assessments not contemplated by an approved budget, except as required in the
event of an emergency or as otherwise required by applicable law;9.
    
    Any decision to defer necessary maintenance and repair of Common Elements;10.
    
    Changes to the Common Elements that would adversely affect Unit 1;11.
    
    Reduction of parking spaces or changes to parking rules available to or benefitting
Unit 1;12.
    
    Changes to any reciprocal or access easements that benefit Unit 1;13.
    
    Changes to any covenant in the Condominium Instruments that exists for the protection
of Unit mortgagees; and
 J-1




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##### 



14.
    
    Certain other material and substantial decisions to be reasonably agreed upon by Seller
and Purchaser during the negotiation of the Condominium Instruments.
  J-2




---



##### 



SCHEDULE 3(a)
 List of Property Information
  J-3




---



##### 



SCHEDULE 8
 Excluded Property
 Agreement Excluded Property th Section 11(c)




---



##### 



SCHEDULE 14(a)(iii)
 List of Contracts




---



##### 



SCHEDULE 14(a)(iv)
 Litigation




---



##### 



SCHEDULE 14(a)(vi)
 List of Employees
 Hours Per
    
    Accrued Leave
    
    
    
    EmployedName
    
    Position
    
    Pay
    
    Week
    
    (as of 6/22/10)
    
    Union
    
    byFrank Briguglio
    
    Engineer
    
    $36.23/hour base pay
    
    40 hrs (plus
periodic overtime)
    
    Vacation: 13 days
Sick: 8 days
Personal: 1 day
Clinic: 0 days
    
    Local 32BJ
    
    CB Richard EllisCarlo Marietta
    
    Engineer
    
    $32.82/hour base pay
    
    40 hrs (plus
periodic overtime)
    
    Vacation: 11 days
Sick: 7 days
Personal: 1 day
Clinic: 2 days
    
    Local 32BJ
    
    CB Richard Ellis




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##### 



SCHEDULE 14(a)(ix)
 List of Open Tax Years
 Open Tax Year
    
    Status2010/2011 Tax Year
    
    2010/11 Application to Review the 2010/11 Assessed
Value is pending with the New York City the Tax
Commission. A hearing has been held before the New
York City Tax Commission, and Seller is waiting for the
commissions determination.