CLOSING STATEMENT FOR SALE OF COMMERCIAL CONDOMINIUM UNIT BY CONVENTUS PARTNERS LLC TO FORT SCHUY LER MANAGEMENT CORPORATION Closing Date: December 30, 2014 Adjustments as 01': 11:59pm December 29, 2014 Purchase Price (Cash Consideration): .. $9,325,924.00 Adjustments for Prepaid Real Estate Taxes: 2014-15 Sewer Tax (SBL No. 100.79-1-1.1) days $3.80/day $3.80/day 183 days $695.40 $695.40 13% common interest $90.40 90.40 2014-2015 Citv Taxes (SBL N0. 100.79-1-1.? days $60.63/day $60.63/day 183 days $11,095.29 $11,095.29 13% common interest 3 1,442.39 2014 Countv Tax (SBL No. $1,375.44/ 365 days $3.77/day $3.77/day 2 days $7.54 $7.54 13% common interest - $.98 0.98 Total Adjustment for Prepaid Real Estate Taxes .. 1,533.77 Adjusted Purchase Price .. Credits to Purchaser: Deposit (remains in escrow with Escrow Agent) .. $100,000.00 Promissory Note Delivered by Purchaser to Escrow Agent at Closing .. $1,800,000.00 Net Cash Balance Due at Closing: .. $1,421,451;ng Cash Consideration to be Paid to Seller: Prepaid Tax Adjustmentl .. 1,533.77 $7,425,924.002 92% Percentage Completion3)= $6,831,850.08 $6,831,850.08 - $59,407.39 Applicable Percentage?) $6,772,442.69 $6,772,442.69 Total Cash Consideration to be Paid to Seller .. $6,773,976.46 Balance of Cash Consideration to be Escrowed with Escrow Agent: $7,425,924.00 - $6,772,442.69 $2,287,184.59 .. 653,481.3 1 Total Cash Balance Due at Closing: .. Full Amount of Prepaid Tax Adjustment to be paid (not subject to percentage completion calculation) 2 Amount equals Net Cash Balance of $7,427,457.77 minus Prepaid Tax Adjustment. 3 Percentage completion of Base Build-Out as determined by Kideney Architects (attached as Exhibit A). Applicable Percentage is calculated as 10% of the uncompleted Base Build-Out $7,425,924 10% $59,407.39) 076494.00000 Business 13418358v3 Funds Delivered by Purchaser at Closing: Wire Transfer to Hodgson Russ (fees and closing disbursements) (See Operating Account wire instructions attached) 174,864.00 Wire Transfer to Conventus Partners LLC 6,599,1 12.455 Wire Transfer to Hodgson Russ LLP (as Escrow Agent) (See Escrow Account wire instructions attached) 653,481.316 Total Paid at Closing Agreed to and accepted as of this 30th day of December, 2014 DISBURSEMENTS OF SELLER: DISBURSEMENTS 0F PURCHASER WITH FUNDS OUTSIDE CLOSING: Transfer Tax $83,934.00 Record Deed $70.00 File 10.00 File RP-5217 $250.00 Recording Fees for Conventus Unit Deed 330.00 Total $84,274.00 Total $320.007 5 Amount equals Cash Consideration to be paid to Seller minus fees and closing disbursements. 6 Amount equals Balance of Cash Consideration to be escrowed with EScrow Agent. 7 Purchaser to provide check payable to Erie County Clerk for amount. 07649400000 Business 13418358v3 SELLER: PURCHASER: CONVENTUS PARTNERS LLC FORT SCHUYLER MANAGEMENT BY: CONVENTUS MANAGER, LLC, MNGR. CORPORATION BY: F.L.C. 50 HIGH STREET CORPORATION, SOLE MEMBER By By PAUL CIMINELLI, SECRETARY WALTER G. BARBER, CHAIRMAN 07649400000 Business 13418358v3 EXHIBIT A CERTIFICATION OF PERCENTAGE COMPLETION 076494.00000 Business 13418358v3 KIDENEY ARCHITECTS December 23, 2014 Re: Ciminelli Real Estate Corporation Conventus Medical Of?ce Building Main High Streets Buffalo, New York KA Project No. 200805100 Certi?cation of Construction Percentage Complete (Projected through December 31, 2014) Conventus Partners LLC clo Ms. Denise Juron-Borgese Director of Development and Planning Ciminelli Real Estate Corporation Centerpointe Corporate Park 350 Essjay Road Vl?lliamsville, New York 14221 Dear Denise: In response to a request from Amy Fitch, Hodgson Russ LLP. in order to certify the current percentage completed of the Conventus Medical Of?ce Building base build-out, including, but not limited to. the ?rst ?oor lobby, stainlvells and one elevator shaft and elevator to the 7th ?oor, we have reviewed the content of the Conventus Medical Of?ce Building Application for Payment for the core shell base build-out, projected through the period ending December 31 2014. We have interpolated to determine, in our best judgment, the percentage complete for the building components requested: - First Floor Lobby - Stainlvells (Minimum of 2) . Elevator and Shaft Serving the 7'11 Floor . Overall Percentage Complete for Entire Core Shell and 7th Floor 90% complete 90% complete 100% complete 92% complete We have con?rmed our interpretation of the status of construction with the Construction Manager, LP Ciminelli, and do hereby certify that the projected percentage complete through the end of December is as indicated above. Should you have any questions please contact me at (716) 636-9700. Respectfully submitted, Joseph Lenahan, AIA, LEED AP Principal lat cc: Amy J. Fitch, Hodgson Russ LLP Paul Ciminelli, Ciminelli Real Estate Corp. 96 complete 12 16.14rev 1223.2014.docx 200 john James Audubon Parkway . Buffalo. NY l4228 .7 6-636-9700 . Fax 7l6-636-9783 WIRE INSTRUCTIONS HODGSON RUSS OPERATING ACCOUNT WIRE TRANSFER INSTRUCTIONS REGULAR ACCOUNT PLEASE NOTE THAT FOR FOREIGN WIRES THE SWIFT CODE SHOULD BE USED. BECAUSE IT SPEEDS UP THE RECEIVING OF THE FOREIGN WIRE, BANK: - MANUFACTURERS AND TRADERS TRUST COMPANY BUFFALO, NEW YORK ABA ACCOUNT NAM HODGSON RUSS LLP REGULAR ACCOUNT NUMBER u: - FOREIGN WIRE . SWIFT COD -- MANTuszs WIRE CONTACT SANDY PULLI - (7I6) 8484378 HODGSON RUSS ESCROW ACCOUNT: WIRE TRANSFER - HODGSON RUSS ESCROW ACCOUNT PLEASE NOTE THAT FOR FOREIGN WIRES THE SWIFT CODE SHOULD BE USED, BECAUSE IT SPEEDS UP THE RECEIVING OF THE FOREIGN WIRE. BANK: - MANUFACTURERS AND TRADERS TRUST COMPANY BUFFALO, NEW YORK ACCOUNT - HODGSON RUSS LLP IOLA ATTORNEY ESCROW -- FOREIGN WIRE SWIFT - MANTUSS3 REFERENCE-- WIRE CONTACT 7 SANDY PULLI (716) 848-1373 CONVENTUS WIRE INSTRUCTIONS: THE WIRING INSTRUCTIONS FOR THE CONVENTUS PARTNERS ACCOUNT. ACCOUNT NAME: CONVENTUS PARTNERS LLC BANK: 015494 Mon Bnumss