Exhibit
10.36








CONTRIBUTION
AGREEMENT




between




Affiliates
of




GEROVA
FINANCIAL GROUP, LTD.




and




PLANET
5 DEVELOPMENT GROUP, LLC




Dated:  May
26, 2010












CONTRIBUTION
AGREEMENT





THIS CONTRIBUTION AGREEMENT is
made and entered into this 26th day of
May, 2010 by and among: (1) GEROVA FINANCIAL GROUP, LTD., a Cayman Island
corporation (“Gerova”); (2) PLANET
5 DEVELOPMENT GROUP, LLC (collectively, “Planet 5”); and (3)
NET FIVE HOLDINGS, LLC, a Florida limited liability company (the “Company”).





RECITALS





WHEREAS, though its direct and
indirect subsidiaries and affiliates, Gerova is the owner of the Gerova
Properties (as defined below);





WHEREAS, through its direct
and indirect subsidiaries and affiliates, Planet 5 is the owner of the Planet 5
Properties (as defined below);





WHEREAS, Gerova has agreed to
convey the Gerova Properties to the Company in exchange for Class A Interests
(as defined below) in the Company; and





WHEREAS, Planet 5 has agreed
to convey the Planet 5 Properties to the Company in exchange for Class A
Interests (as defined below) in the Company.





NOW, THEREFORE,in
consideration of the mutual promises hereinafter set forth and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:





ARTICLE
I


INTERPRETATIONS;
DEFINITIONS




Section
1.1.      General
Interpretive Principles.For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires: (a) the terms defined in this Section
have the meanings assigned to them in this Section and include the plural as
well as the singular, and the use of any gender herein shall be deemed to
include the other genders; (b) accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles; (c) references herein to “Articles”, “Sections”,
“subsections”, “paragraphs” and other subdivisions without reference to a
document are to designated Articles, Sections, subsections, paragraphs and other
subdivisions of this Agreement; (d) a reference to a subsection without further
reference to a Section is a reference to such subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to
paragraphs and other subdivisions; (e) a reference to an Exhibit or a Schedule
without a further reference to the document to which the Exhibit or Schedule is
attached is a reference to an Exhibit or Schedule to this Agreement; (f) the
words “herein”, “hereof”, “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular provision; and (g) the word
“including” means “including, without limitation,”.





Section
1.2.      Defined
Terms.  For all purposes of this Agreement, certain terms are
defined in sections of this Agreement (and not included in this Section 1.2) and
the following terms shall have the respective meanings set forth
below:







“Action”shall mean any
investigation, action, claim, action, proceeding, arbitration or suit (whether
civil, criminal, administrative or judicial), or any appeal therefrom against
any Person.





“Affiliate”shall mean any Person,
any director or officer of such Person, and any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, the term “control” or
any form thereof means, with respect to any Person, the possession directly or
indirectly, of the power to direct or cause the direction of the management
policies of such Person through the ownership of voting securities, by contract
or otherwise.





“Agreement” shall mean
this Agreement in its present form or as it may be amended, modified or
supplemented from time to time in accordance with Section 7.1 of this
Agreement.





“Business Days” shall
mean any day of the week other than Saturday, Sunday or a day on which banking
institutions in Ney York, New York are obligated or authorized by Law to
close.





“Certificate of
Formation” shall mean the Certificate of Formation of the Company
substantially in the form attached as Exhibit
A.





“Class AInterest” shall have
the meaning set forth in the LLC Agreement.





“Code” shall mean the
Internal Revenue Code of 1986, as amended.





“Damages” shall mean
any loss, fine, penalty, judgment, award, claim, obligation, demands, damages
(specifically excluding incidental, consequential, indirect, special and
punitive damages), interest, Tax, cost, liability or expense incurred (including
reasonable attorneys’ fees or any other reasonable out-of-pocket expenses
directly incurred in connection with any Action); provided, however, that
“Damages” shall include payment obligations to a third party actually incurred
by the indemnified party as a result of the indemnified party being required to
pay such third party as part of a Third Party Action.





“Effective Date” shall
mean the date this Agreement is fully executed and delivered by the parties
hereto.





“Fair Market Value”
shall mean the fair market value of an Investment Property as determined in
accordance with Section 2.4.





“Gerova Properties”
shall mean the collective reference to: (a) the various parcels of improved and
unimproved real estate owned by direct and indirect Subsidiaries of Gerova; and
(b) a portfolio of first and second mortgage loans held by direct and indirect
Subsidiaries of Gerona that are listed on ExhibitB attached
hereto.


2




“Governmental
Authorities” shall mean any federal, state, municipal,
county government, or any subdivision thereof, or any court,
administrative, arbitrative or regulatory agency or commission or other
governmental authority or agency, domestic or foreign.





“Investment
Properties” shall mean, collectively, the Gerova Properties and the
Planet 5 Properties.





“Law”shall mean any
applicable national, supra-national, regional, federal, state or local law
(whether common or civil law), statute, rule, regulation, code, ordinance,
administrative ruling, regulation, order, directive or other requirement of any
Governmental Authority.





“LLC Agreement” shall
mean the Operating Agreement for the Company substantially in the form attached
as Exhibit
C.





“Permits” means all
notifications, licenses, permits (including environmental, construction and
operation permits), governmental franchises, registrations, certificates,
approvals, exemptions, classifications, registrations and other similar
documents, rights and authorizations issued by any Governmental
Authority.





“Permitted Exceptions”
shall mean: (a) the lien of current Taxes not yet due and payable; (ii) the
state of facts which would be disclosed by an accurate ALTA land-title survey of
the Investment Property; and (iii) such other customary exceptions that do not
render title to any Investment Property non-financeable or
unmarketable.





“Person” shall mean an
individual, estate, trust, partnership, corporation, limited liability company,
Governmental Authority or other legal entity.





“Planet 5 Properties”
means the collective reference to the seven developed properties and four
undeveloped properties that are listed on Exhibit D attached
hereto.





“Subsidiaries”  shall
mean any corporation, limited liability company, partnership or other entity, a
majority of the capital stock or equity of which is owned, directly or
indirectly, by any Person.





“Tax” or,
collectively, “Taxes” shall mean:
(a) any and all United States federal, state, local and foreign taxes,
assessments and other like governmental charges, duties, impositions and
liabilities, including, without limitation, taxes based upon or measured by
income, profits, sales, use and occupation, excise and property taxes, together
with all interest, penalties and additions imposed with respect to such amounts;
(b) any liability for the payment of any amounts of the type described in clause
(a) as a result of being a member of an affiliated, consolidated, combined or
unitary group for any period; and (c) any liability for the payment of any
amounts of the type described in clause (a) or (b) as a result of any
obligations under any agreements or arrangements with any other Person with
respect to such amounts and including any liability for taxes of a predecessor
entity.


3




“Tax Returns”shall mean any return,
report or other document or information required to be supplied to a taxing
authority in connection with Taxes (including any attachments).





ARTICLE
II


FORMATION AND CONTRIBUTION
OF THE PROPERTY





Section
2.1.      Formation.





(a)      A
Certificate of Formation of the Company was filed with the Secretary of State of
the State of Florida on March 25, 2010.





(b)      Subject
to the terms and conditions of this Agreement, Gerova and Planet 5 shall execute
and deliver the LLC Agreement, which shall be dated as of the Effective
Date.





Section
2.2.     Property
to be Contributed by Gerova.  Prior to
September 30, 2010 and subject to the terms and conditions set forth in this
Agreement, Gerova agrees to convey, transfer and assign to the Company as
Gerova’s capital contribution to the Company, all of its right, title and
interest in the Gerova Properties. The Gerova Properties will be unencumbered at
the time of contribution other than by the Permitted Exceptions.





Section
2.3.     Property
to be Contributed by Planet 5.  Prior to
September 30, 2010, or as soon thereafter as is practicable, and subject to the
terms and conditions set forth in this Agreement, Planet 5 agrees to convey,
transfer and assign to the Company as Planet 5’s capital contribution to the
Company, all of its right, title and interest in the Planet 5 Properties. The
Planet 5 Properties will be unencumbered at the time of contribution other than
by the Permitted Exceptions.





Section
2.4.     Valuation
of the Investment Properties.  Gerova and Planet 5 shall work
together in good faith to determine the current Fair Market Value of each
Investment Property prior to such Investment Property being contributed to the
Company.   If Gerova and Planet 5 are unable to reach agreement
on the Fair Market Value of an Investment Property, each of Gerova and Planet 5
shall engage a recognized independent real estate appraisal company in the
geographic area in which such Investment Property is located and shall give
written notice to the other party specifying the identity of their selected
appraiser.  The two appraisers so appointed shall together mutually
select a third appraiser within ten (10) Business Days after the appointment of
the second appraiser.  The three appraisers shall reach independent
determinations of the Fair Market Value of the Investment
Property.  The average of the two closest appraisals rendered by the
three appraisers shall be deemed to be the Fair Market Value.  If any
appraiser is only able to provide a range of Fair Market Values, the average of
the highest and lowest value in such range shall be deemed to be such
appraiser’s determination of the Fair Market Value.  The determination
of the Fair Market Value in accordance with the foregoing procedure shall be
final and binding on Gerova and Planet 5.  The fees and costs of the
separate independently selected appraisers shall be borne by the party who
selected such appraiser, and the fees and costs of the third appraiser shall be
borne equally by Gerova and Planet 5.  The parties shall use their
best efforts to cause the appraisers to complete their determinations of Fair
Market Value promptly, and in any event, no later than September 30,
2010.  Each of Gerova and Planet 5 shall be required to respond
promptly to any reasonable requests for information that may be advanced by any
appraiser performing the determination of Fair Market Value.


4




ARTICLE
III


REPRESENTATIONS AND
WARRANTIES OF GEROVA





Gerova
hereby represents and warrants to the Company and Planet 5 each of the matters
set forth in this Article III and
acknowledges that Planet 5’s entry into this Agreement and the consummation of
the transactions contemplated herein, including the formation and operation of
the Company, are made in reliance upon the completeness and accuracy of the
matters set forth herein:





Section
3.1.     Organization.  Gerova
is a corporation duly formed and validly existing [in good standing] under the
laws of the Cayman Islands, and has all legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to
consummate the transaction contemplated hereby.  Gerova is duly
qualified or licensed to do business and is [in good standing] in each
jurisdiction in which it is required to be so qualified or licensed, except
where the failure to be so qualified or licensed would not constitute a material
adverse effect.





Section
3.2.     Authority;
Binding Effect.  Gerova has the requisite power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Gerova, and no further action is required on the
part of Gerova to authorize this Agreement or the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Gerova and,
assuming the due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of Gerova, enforceable
against Gerova in accordance with its terms, except that such enforcement may be
subject to (a) bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting or relating to enforcement of creditors’ rights
generally, and (b) general equitable principles.





Section
3.3.     Noncontravention.  The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby by Gerova: (a) will not violate or conflict
with its constituent documents; (b) will not result in any violation, breach or
default of any provision of any instrument, judgment, order, writ, decree,
contract or agreement to which Gerova is a party or by which Gerova is bound;
and (c) will not require any consent under in any provision in any
agreement to which Gerova is a party, or be in conflict with or constitute, with
or without the passage of time and giving of notice, either a violation or
default under any such provision.





Section
3.4.     No
Litigation.  There are no Actions, either at Law or in equity,
or before any Governmental Authorities, of any kind now pending or, to the
knowledge of Gerova, threatened or proposed in any manner, or any circumstances
which could reasonably form the basis of any such Action, involving any of the
Gerova Properties.


5




Section
3.5.     Compliance
with Laws.   Gerova is in compliance in all material
respects with all Laws applicable to the Gerova Properties.  Gerova
has not received any written notification from any Governmental Authority: (a)
asserting a violation by Gerova of any Law applicable to the Gerova Properties;
(b) threatening to revoke any permit applicable to the Gerova Properties; or
(iii)  restricting or in any way limiting the use of the Gerova
Properties.





Section
3.6.     Consents.  No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court or Governmental Authority is required by
Gerova in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.





Section
3.7.     Absence
of Undisclosed Liabilities. Gerova does not have any liabilities or
obligations (whether absolute, accrued, contingent or otherwise) of any nature
with respect to the Gerova Properties, except liabilities, obligations or
contingencies which have been disclosed to the Company and Planet
5.





Section
3.8.     Options.   Gerova
has not granted any rights of first offer or refusals or options to purchase the
Gerova Properties or any portion thereof.





Section
3.9.     Taxes.Gerova has: (a) duly and
timely filed with the appropriate Governmental Authorities all Tax Returns
required to be filed by it in connection with or with respect to the Gerova
Properties for all periods ending on or prior to the date hereof, and such Tax
Returns are true, correct and complete in all material respects; and (b) duly
paid in full all Taxes due in connection with or with respect to the filing of
such Tax Returns (whether or not shown on such Tax Returns) and has paid all
other Taxes in connection with or with respect to the Gerova Properties as are
due, except such as are being contested in good faith by appropriate proceedings
and with respect to which Gerova is maintaining reserves adequate for their
payment.  Neither the Internal Revenue Service nor any other
Governmental Authority is now asserting, either through audits, administrative
proceedings, court proceedings or otherwise, or, to the knowledge of Gerova,
threatening to assert against Gerova any deficiency or claim for additional
Taxes in connection with or with respect to the Gerova Properties.





Section
3.10.   Environmental.  To
the knowledge of Gerova: (a) no Hazardous Substances (as hereinafter defined) or
toxic substances have been treated, stored, handled or disposed of on, under or
at the Gerova Properties in violation of applicable Laws; (b) the Gerova
Properties have not been used for industrial purposes; and (c) the Gerova
Properties have never been listed by a Governmental Authority as containing any
Hazardous Substances.  “Hazardous
Substances”, as used herein, means any toxic or hazardous waste,
pollutants or substances, including, without limitation, petroleum products or
by-products, asbestos (irrespective of whether or not encapsulated) and
substances defined or listed as hazardous substances or toxic substances or
similarly identified in or pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 41 U.S.C. Section 9601, et
seq., hazardous materials identified in or pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1802, et seq., hazardous waste identified
in or pursuant to the Resource Conservation and Recovery Act of 1976, as
amended, 15 U.S.C. Section 2601, et seq. or any hazardous or toxic substance or
pollutant regulated under any other applicable Law.


6




Section
3.11.   Permits.  Gerova
has obtained and maintained all Permits necessary for Gerova to own, operate,
use, occupy and develop the Gerova Properties.





Section 3.12.  Brokers.  No
agent, broker, or other Person acting pursuant to express or implied authority
of Gerova is entitled to a commission or finder’s fee in connection with the
transactions contemplated by this Agreement





Section
3.13.   Investment
Representation. Gerova represents and warrants that the Class A Interest
in the Company to be received by it will be acquired by it solely for its own
account and with no intention of distributing or reselling the Class A Interest
in any transaction which would be in violation of, or would cause the
transactions contemplated herein to violate, the securities laws of the United
States of America, any state thereof or the District of Columbia, without
prejudice, however, to Gerova’s right at all times to sell or otherwise dispose
of all or any part of the Class A Interest in the Company under an exemption
from registration available under the Securities Act of 1933, as amended (the
“Securities
Act”), and any applicable state or District of Columbia securities
law.





Section
3.14.   Prohibited
Persons and Transactions.  To the knowledge of Gerova, Gerova
is in compliance with, the regulations of the Office of Foreign Asset Control
(“OFAC”) of the
Department of the Treasury (including those named on OFAC’s Specially Designated
and Blocked Persons List) and any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action relating thereto.





ARTICLE
IV


REPRESENTATIONS AND
WARRANTIES OF PLANET 5 GROUP





Planet 5
hereby represents and warrants to Gerova each of the matters set forth in this
Article III and
acknowledges that Planet 5’s entry into this Agreement and the consummation of
the transactions contemplated herein, including the formation and operation of
the Company, are made in reliance upon the completeness and accuracy of the
matters set forth herein:





Section
4.1.     Organization.  Each
Person constituting Planet 5 is a limited liability company duly formed and
validly existing in good standing under the laws of the jurisdiction of its
formation, and has all legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the
transaction contemplated hereby.  Each Person constituting Planet 5 is
duly qualified or licensed to do business and is in good standing in each
jurisdiction in which it is required to be so qualified or licensed, except
where the failure to be so qualified or licensed would not constitute a material
adverse effect.


7


Section
4.2.     Authority;
Binding Effect.  Each Person constituting Planet 5 has the
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary limited liability company action on the part of such
Person, and no further action is required on the part of such Person to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly executed and delivered by each Person constituting Planet 5 and,
assuming the due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of such Person, enforceable
against such Person in accordance with its terms, except that such enforcement
may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or
other similar Laws affecting or relating to enforcement of creditors’ rights
generally, and (b) general equitable principles.





Section
4.3.     Noncontravention.  The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby by Planet 5: (a) will not violate or
conflict with the constituent documents of each Person constituting Planet 5;
(b) will not result in any violation, breach or default of any provision of any
instrument, judgment, order, writ, decree, contract or agreement to which such
Person is a party or by which it is bound; and (c) will not require any
consent under in any provision in any agreement to which such Person is a party,
or be in conflict with or constitute, with or without the passage of time and
giving of notice, either a violation or default under any such
provision.





Section
4.4.     No
Litigation.  There are no Actions, either at Law or in equity,
or before any Governmental Authorities, of any kind now pending or, to the
knowledge of Planet 5, threatened or proposed in any manner, or any
circumstances which could reasonably form the basis of any such Action,
involving any of the Planet 5 Properties.





Section
4.5.     Compliance
with Laws.   Planet 5 is in compliance in all material
respects with all Laws applicable to the Planet 5 Properties.  Planet
5 has not received any written notification from any Governmental Authority: (a)
asserting a violation by Planet 5 of any Law applicable to the Planet 5
Properties; (b) threatening to revoke any permit applicable to the Planet 5
Properties; or (c)  restricting or in any way limiting the use of the
Planet 5 Properties.





Section
4.6.     Consents.  No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court or Governmental Authority is required by
Planet 5 in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.





Section
4.7.     Absence
of Undisclosed Liabilities.  Planet 5 does not have any
liabilities or obligations (whether absolute, accrued, contingent or otherwise)
of any nature with respect to the Planet 5 Properties, except liabilities,
obligations or contingencies which have been disclosed to the Company and
Gerova.





Section
4.8.      Options.   Planet
5 has not granted any rights of first offer or refusals or options to purchase
the Planet 5 Properties or any portion thereof.


8





Section
4.9.      FIRPTA.   Planet
5 is not a foreign person within the meaning of Section 1445(f)(3) of the
Code.





Section
4.10.   Taxes.Planet 5 has: (a) duly
and timely filed with the appropriate Governmental Authorities all Tax Returns
required to be filed by it in connection with or with respect to the Planet 5
Properties for all periods ending on or prior to the date hereof, and such Tax
Returns are true, correct and complete in all material respects; and (b) duly
paid in full all Taxes due in connection with or with respect to the filing of
such Tax Returns (whether or not shown on such Tax Returns) and has paid all
other Taxes in connection with or with respect to the Planet 5 Properties as are
due, except such as are being contested in good faith by appropriate proceedings
and with respect to which Planet 5 is maintaining reserves adequate for their
payment.  Neither the Internal Revenue Service nor any other
Governmental Authority is now asserting, either through audits, administrative
proceedings, court proceedings or otherwise, or, to the knowledge of Planet 5,
threatening to assert against Planet 5 any deficiency or claim for additional
Taxes in connection with or with respect to the Planet 5
Properties.





Section
4.11.   Environmental.  To
the knowledge of Planet 5: (a) no Hazardous Substances or toxic substances have
been treated, stored, handled or disposed of on, under or at the Planet 5
Properties in violation of applicable Laws; (b) the Planet 5 Properties have not
been used for industrial purposes; and (c) the Planet 5 Properties have never
been listed by a Governmental Authority as containing any Hazardous
Substances.





Section
4.12.   Permits.  Planet
5 has obtained and maintained all Permits necessary for Planet 5 to own,
operate, use, occupy and develop the Planet 5 Properties.





Section 4.13.  Brokers.  No
agent, broker, or other Person acting pursuant to express or implied authority
of Planet 5 is entitled to a commission or finder’s fee in connection with the
transactions contemplated by this Agreement





Section
4.14.   Investment
Representation. Planet 5 represents and warrants that the Class A
Interest in the Company to be received by it will be acquired by it solely for
its own account and with no intention of distributing or reselling the Class A
Interest in any transaction which would be in violation of, or would cause the
transactions contemplated herein to violate, the securities laws of the United
States of America, any state thereof or the District of Columbia, without
prejudice, however, to Planet 5’s right at all times to sell or otherwise
dispose of all or any part of the Class A Interest in the Company under an
exemption from registration available under the Securities Act of 1933, as
amended (the “Securities Act”), and
any applicable state or District of Columbia securities law.





Section
4.15.   Prohibited
Persons and Transactions.  To the knowledge of Planet 5, Planet
5 is in compliance with, the regulations of the Office of Foreign Asset Control
(“OFAC”) of the
Department of the Treasury (including those named on OFAC’s Specially Designated
and Blocked Persons List) and any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action relating thereto.


9




ARTICLE
V


COVENANTS OF THE
PARTIES




Section
5.1.     Further
Assurances.  Each of Gerova and Planet 5 agrees to use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary to consummate and make
effective the transactions contemplated by this Agreement, including seeking to
obtain approvals from third Persons which are required in connection with the
consummation of the transactions hereunder or pursuant to the terms of any
agreement with such third Person.  Each of Gerova and Planet 5 will
cooperate, provide information, execute and deliver such instruments and
documents and take such other action reasonably requested by the other in order
to effect the transactions contemplated by this Agreement.





Section
5.2.     Public
Statements. Each of Gerova and Planet 5: (a) shall consult with each
other prior to issuing any press release or any written public statement with
respect to this Agreement or the transactions contemplated hereby; and (b) shall
not issue any such press release or written public statement prior to such
consultation, except as may be required by Law.





Section
5.3.     Expenses.  Each
of Gerova and Planet 5 shall be responsible for all costs and expenses incurred
by it, including, without limitation, fees and expenses of counsel, in
connection with the negotiation, preparation and delivery of this Agreement and
the LLC Agreement and the transactions contemplated hereby and thereby and in
the performance of its obligations under this Agreement.





Section
5.4.     Prorations.  All
prepaid expenses, advances, credits, deposits and Taxes (“Prorated Items”) paid
in connection with or levied upon the Investment Properties shall be prorated on
a per diem basis between the Company and Gerova or Planet 5, as
applicable.  Penalties and interest for late filings, failure to file,
or incorrect filings on any filings made (or failed to be made) with respect to
the Prorated Items by Gerova or Planet 5, as applicable, shall not be
prorated.  If one party remits to the appropriate Governmental
Authority payment for Prorated Items that are subject to proration hereunder and
such payment includes the other party’s share of such Prorated Items, such party
shall promptly reimburse the remitting party for its share of such Prorated
Items.





ARTICLE
VI


SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND INDEMNIFICATION




Section
6.1.     Survival
of Representations and Warranties.  All of the representations and
warranties of Gerova and Planet 5 contained herein shall survive the Effective
Date and continue in full force and effect.





Section
6.2.     Indemnity
by Gerova.  Gerova hereby agrees to indemnify, defend and hold
harmless the Company and Planet 5 against and in respect of all Damages suffered
or incurred by the Company and its assigns, successors and Affiliates or by
Planet 5 and its assigns, successors and Affiliates resulting from or arising
out of: (a) the breach or inaccuracy of any representation or warranty made
by Gerova contained herein; or (b) the nonfulfillment of any covenant or
agreement on the part of Gerova forth in this Agreement.


10




Section
6.3.     Indemnity
by Planet 5.  Planet 5 hereby agrees to indemnify, defend and
hold harmless the Company and Gerova against and in respect of all Damages
suffered or incurred by the Company and its assigns, successors and Affiliates
or by Gerova and its assigns, successors and Affiliates resulting from or
arising out of: (a) the breach or inaccuracy of any representation or
warranty made by Planet 5 contained herein; or (b) the nonfulfillment of any
covenant or agreement on the part of Planet 5 forth in this
Agreement.





Section
6.4.     Notice of
Claims for Indemnification.  Any party seeking indemnification
pursuant to this Article VI shall
provide notice of such claim (stating in reasonable detail the basis for such
claim) in accordance with Section 7.5 to the indemnifying party.





Section
6.5.     Exclusive
Remedy.  The indemnification obligations in this Article VI shall be
the exclusive remedy for the indemnified parties.  In calculating the
amount of any Damage incurred by any indemnified party hereunder, the amount of
any such Damage shall be reduced by: (a) any and all reductions in Tax liability
or other Tax benefits or Tax refunds realized or to be realized by such
indemnified party by reason of such Damage; and (b) any and all insurance
benefits actually received by such indemnified party by reason of such Damage or
the facts giving rise to the claim for indemnification.




Section
6.6.     Third-Party
Action.  In the event an indemnified party becomes aware of a
third party claim which such indemnified party reasonably believes may result in
a claim against an indemnifying party for indemnification under this Agreement
(a “Third Party
Action”), the indemnified party shall notify the indemnifying party of
such Third Party Action.  The indemnifying party shall have the right
in its sole discretion, at its expense, to conduct the defense of and settle any
such Third Party Action.  The indemnified party shall be entitled, at
its expense, to participate in, but not to determine or conduct the defense of
such Third Party Action, unless the indemnifying party chooses not to conduct
the defense of such Third Party Action.  Except with the consent of
the indemnified party, no settlement of any such Third Party Action shall be
determinative of the existence of or amount of Damages relating to such
matter.  In the event that the indemnifying party has consented to any
such settlement, the indemnifying party shall have no power or authority to
object under any provision of this Agreement to the existence and amount of any
claim by the indemnified party against the indemnifying party for
indemnification under this Agreement with respect to such
settlement.


11


ARTICLE
VII


MISCELLANEOUS
PROVISIONS





Section
7.1.     Entire
Agreement.  This Agreement and the LLC Agreement constitute the
complete and exclusive statement of the agreement among the parties with respect
to the subject matter contained herein and therein.  This Agreement
and the LLC Agreement replace and supersede all prior agreements by and among
the parties with respect to the subject matter contained herein and
therein.  No change, amendment or modification of this Agreement shall
be valid unless the same is in writing and signed by the parties
hereto.  No waiver of any of the provisions of this Agreement, or any
other agreement referred to herein, shall be valid unless in writing and signed
by the party against whom it is sought to be enforced.  The Recitals
shall be considered as being part of this Agreement.





Section
7.2.     Counterparts.  This
Agreement may be executed in any number of counterparts and it shall not be
necessary that each party to this Agreement execute each
counterpart.  Each counterpart so executed (or, if all parties do not
sign on the same counterpart, each group of counterparts signed by all parties)
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same instrument.  In making proof of this
Agreement, it shall not be necessary to account for more than one counterpart or
group of counterparts signed by all parties.





Section
7.3.     Assignment.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
permitted successors and assigns. Neither party may assign its rights under this
Agreement without the prior written consent of the other, which consent may be
granted or denied in the exercise of the non-assigning party’s sole and absolute
discretion.





Section
7.4.      Applicable
Law; Venue.





(a)      This
Agreement shall be governed exclusively by their respective terms and the laws
of the State of Florida, without regard to the conflicts of laws principles
thereof.





(b)      Any
legal action or proceeding with respect to this Agreement and any action for
enforcement of any judgment in respect thereof may be brought in the state or
federal courts of the State of Florida, and, by execution and delivery of this
Agreement, each party hereby accepts for itself and in respect of its property,
generally and unconditionally, the exclusive jurisdiction of the aforesaid
courts and the appellate courts thereof.  Each party irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at the address for notices set
forth herein.  Each party hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Agreement brought in the courts referred to above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum.





Section
7.5.      Notices.





(a)      Each
notice, request, demand, consent, approval or other communication (hereafter in
this Section referred to collectively as “notices” and referred to singly as a
“notice”) which either party is required or permitted to give to the other party
pursuant to this Agreement shall be in writing and shall be deemed to have been
duly and sufficiently given if:


12





(1)        personally
delivered with proof of delivery thereof (any notice so delivered shall be
deemed to have been received at the time so delivered),





(2)        sent
by Federal Express (or other similar overnight courier) designating early
morning delivery (any notice so delivered shall be deemed to have been received
on the next Business Day following receipt by the courier), or





(3)        sent
by United States registered or certified mail, return receipt requested, postage
prepaid, at a post office regularly maintained by the United States Postal
Service (any notice so sent shall be deemed to have been received two days after
mailing in the United States).





(b)       All
notices shall be addressed to the parties at the addresses for each set forth on
the signature pages hereto. Either party may, by notice given pursuant to this
Section, change the person or persons and/or address or addresses, or designate
an additional person or persons or an additional address or addresses, for its
notices, but notice of a change of address shall only be effective upon
receipt.





Section
7.6.      Partial
Invalidity.  If any term or provision of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by Law.





Section
7.7.      Attorneys’
Fees.  In the event the
parties shall become engaged in any litigation or with each other in connection
with or arising out of this Agreement, the prevailing party shall be reimbursed
and indemnified by the party not prevailing in such litigation for all costs and
expenses reasonably incurred by the prevailing party in enforcing or
establishing its rights hereunder, including court costs and reasonable
attorneys’ fees and disbursements.  The prevailing party shall be
determined by the court based upon an assessment of which party’s major
arguments or positions taken in the proceedings could fairly be said to have
prevailed over the other party’s major arguments or positions on major disputed
issues.





Section
7.8.      WAIVER OF
JURY TRIAL.  EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY SUCH PARTY AGAINST ANY
OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
AGREEMENT.





The
remainder of this page is left blank intentionally.


Signatures
follow on next page.


13


IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above
stated.





GEROVA
      FINANCIAL GROUP, LTDBy:Name:
      Michael HlavsaTitle:  Chief
      Financial OfficerAddress for notices:PLANET
      5 DEVELOPMENT GROUP, LLCBy:Name:
                    Paul
      RohanTitle:
                    Manager
      and CEOAddress for notices:NET
      FIVE HOLDINGS, LLCBy:Name:
                    Paul
      RohanTitle:
                    Manager
      and CEO




14


SCHEDULE
OF EXHIBITS




EXHIBIT
A         -       Company
Certificate of Formation
 
 EXHIBIT
B          -       LLC
Agreement
 
 EXHIBIT
C          -       Gerova
Properties
 
 EXHIBIT
D          -       Planet
5 Properties
  1


EXHIBIT
A


Company
Certificate of Formation





[See
attached]


1


EXHIBIT
B


LLC
Agreement





[See
attached]


1


EXHIBIT
C


Gerova
Properties


1


EXHIBIT
D


Permitted
Exceptions










EXHIBIT
E


Planet
5 Properties