TERM SHEET

This term sheet is intended to describe the general terms of an amendment to the Development Agreement dated September 30, 2009 by and between The Township of Lower Merion (the Township) and Dranoff Properties, Inc. (Dranoff), as previously amended (the Development Agreement). We contemplate that the amendment will take the form of entering into an amended and restated development agreement (the Amended and Restated Development Agreement). This term sheet has been prepared as a guide for both parties and our attorneys during the negotiation and drafting process, and neither Dranoff nor the Township intends that this term sheet create, nor shall it create, any binding or contractual obligation with respect to amending the Development Agreement or any other matter referred to herein. Capitalized terms used in this term sheet have the meanings set forth in the Development Agreement. BACKGROUND Dranoff and the Township originally contemplated that the Project would be located entirely on the sites referred to as the Amtrak Site and the Township Site. Because of site restrictions, cost constraints and physical limitations, the parties concluded that it would be preferable for a portion of the Project to be relocated to the Township-owned parking lot located approximately one block southwest of the Amtrak Site, known as the Cricket Site. The remaining portion of the Project to be located on the Amtrak Site and Township Site is anticipated to be developed, if necessary, in stages, the first stage being a parking garage with retail space and bus connections, and the second stage being a station reconstruction, commercial space and construction of high level platforms and other transit improvements. The portion of the Project to be located on the Cricket Site (the Cricket Project) is anticipated to be a seven story mixed use building with ground level retail, residential units above the retail, below-ground parking for the residential units and ground-level parking for the public. PROPOSED BASIC TERMS The following are the proposed basic terms for modifying the Development Agreement: 1. Amtrak/Township Lot Redevelopment Transaction Structure Township shall use commercially reasonable efforts to negotiate an agreement with Amtrak and, if necessary, SEPTA, to utilize the Amtrak Site and to construct on the Amtrak Site and the Township Site a parking garage (the Parking Garage). Dranoff shall use commercially reasonable efforts, using its own forces and without any other expense to Dranoff, to assist the Township in obtaining such agreement. Neither Dranoff nor the Township shall have any obligation to the other to ensure that agreement is reached with Amtrak or SEPTA. The current contemplation is that the Parking Garage will contain a minimum of 334 spaces, 104 of which will be replacements for the existing 104 Amtrak/SEPTA surface spaces displaced by the Parking Garage. Provisions will be made for an alternative design so that an addalternate can be bid pursuant to which one or two more parking decks could be added to the Parking Garage if Amtrak or SEPTA elects to pay an amount to be determined by Township and Dranoff.

#593571 v8 October 19, 2011 (10:03 AM)

Subject to obtaining site control from Amtrak, otherwise reaching agreement with Amtrak and, to the extent necessary, SEPTA, as to the construction of the Parking Garage, and further subject to obtaining all necessary approvals for the Parking Garage, all within the time periods set forth on Exhibit A attached hereto and made a part hereof, Township will retain Dranoff as the Developer as a Turn-Key Developer for the Parking Garage. Using remaining funds from the existing federal transit grant (and Township match), the Township, with Dranoffs assistance without cost or expense to Dranoff other than using Dranoffs own forces, will cause the existing plans for previous versions of the Parking Garage to be modified in order to relocate the Parking Garage and modify its size and scope. Upon completion of the design, the Parking Garage project will be bid in accordance with such procedures, if any, as are required by law. Upon receipt of the bids, the parties shall proceed as follows:

(a) if the bids reflect an all-in cost of the Parking Garage (the
Maximum Cost) such that, in Dranoffs judgment, (i) sufficient funds are available from the RACP funds, FTA transit grant (or other funds obtained after the date hereof) to complete the Parking Garage including a 10% contingency (or such lesser contingency upon which Dranoff in its sole discretion shall agree), documented Township third party out of pocket costs payable under Section 10 below, and Dranoffs fee of at least 3% as set forth below; and (ii) after paying the items in clause (i) a sufficient amount, in Dranoffs judgment, of RACP funds (or substituted funds obtained after the date hereof) that are eligible for use at the Cricket Project (the Sufficient Amount) remain available, then Dranoff shall proceed to develop the Parking Garage. Dranoff shall, upon entrance into the construction contract, guaranty the lien-free completion of the Parking Garage without additional contribution from the Township; provided, however, that, in addition to the Sufficient Amount, all available RACP grant funds, remaining transit grant funds and other public funds theretofore obtained shall be applied for the benefit of the Project to the extent not prohibited by legal requirements. Following execution of the construction contract, if the Township requires any change orders based upon changes in scope or additions or upgrades to the items required to be constructed (as opposed to change orders arising from unforeseen conditions, delays and other risks allocated to the Owner under the construction contract), Dranoff shall have no obligation to guaranty or fund such change orders. If Township does not agree to fund, or cause to be funded, change orders for which Dranoff or the contractor is not responsible, Dranoff shall have no obligation to perform such change orders.

(b) if the bids do not reflect an all-in cost of the Parking Garage for 2

the Maximum Cost, Dranoff, using only its own forces and without any other cost or expense, and the Township shall use commercially reasonable efforts to value engineer or otherwise revise the scope of the Parking Garage so that to the extent reasonably attainable it can be built for no more than the Maximum Cost. Nothing contained herein shall require the Township to accept the Parking Garage if the number of parking spaces therein is reduced below 334 spaces. Notwithstanding anything to the contrary contained herein, Township has applied for a TIGER 3 grant and may continue to apply for other loans and grants that will enable the scope of the portion of the Project to be located on the Township Site and Amtrak Site to be expanded to include the improvements (or some of them) that would otherwise be performed in the second phase of that portion of the Project. If Township (without any obligation to do so) obtains such or other funds (or if Dranoff, without any obligation to do so, obtains funds for such purposes) the parties shall work in good faith to attempt to make such improvements part of the initial phase of the Project, in which case Dranoff shall be the developer and paid a fee as set forth below. At the Townships request and provided drawings for the same have been supplied, Dranoff shall cause the Parking Garage project to be bid with add-alternates reflecting the construction of the additional improvements to be paid for by the TIGER 3 grant or such other supplemental financing as the Township may be able to obtain for the public portion of the Project through its own or Dranoffs efforts. If Township, Amtrak and, to the extent necessary, SEPTA, do not reach agreement on site control and other agreements required for the construction of the Parking Garage by June 30, 2014, as such date may be accelerated by the Township, at its sole option, to be a date no earlier than March 31, 2012, Dranoff shall nevertheless have the right to construct the Cricket Project in accordance with Section 2 of this Term Sheet without further requirement that Amtrak, SEPTA and the Township reach such agreement. If Dranoff proceeds with the Cricket Project alone as set forth in the preceding grammatical paragraph, Dranoff shall (A) incorporate into the Cricket Project an amount of public parking which, when included with the public parking reflected on Exhibit B, is sufficient to replace the public parking that was eliminated by the Cricket Project; and (B) the Township shall be entitled to retain sufficient RACP funds for a public benefit to be negotiated in amount, timing and method of performance. Dranoff shall be entitled to use additional funds from the RACP, to the extent permitted by legal requirements, to build such additional public parking. Notwithstanding anything to the contrary contained herein, the Amended and Restated Development Agreement shall provide that the Township and Dranoff shall each have the right to terminate the Amended and

Restated Development Agreement for any reason, or for no reason, prior to September 30, 2012; provided, however, that if Dranoff so terminates the Amended and Restated Development Agreement Dranoff shall remain responsible for the reimbursement obligations set forth herein, but if the Township so terminates the Amended and Restated Development Agreement, Dranoff shall be relieved of its obligation to pay the Townships costs.

2.

Cricket Lot Redevelopment Transaction Structure

(a) Dranoff shall use commercially reasonable efforts to negotiate a redevelopment agreement and an agreement for the acquisition of the Cricket Site from the Montgomery County Redevelopment Authority (MCRDA) and redevelopment of the Cricket Site with the Cricket Project for no consideration other than, if applicable, the $2 Million referenced in Paragraph 8 below. If Dranoff successfully negotiates a Redevelopment Agreement and Agreement of Sale with MCRDA that is acceptable to the Township, the Township will transfer the Cricket Site to the MCRDA when certain conditions, including the conditions listed below, have been satisfied. (b) The Townships obligation to transfer the Cricket Site to the MCRDA will further be conditioned upon the following conditions in clauses (i) through (v) below, which shall be more fully reflected in an agreement of sale on mutually acceptable terms, which shall provide flexibility in schedules due to force majeure and other unforeseen events: (i) Dranoff shall have completed (or shall simultaneously with such closing complete) closing on all construction financing, shall have received all permits and otherwise shall be prepared to commence construction of the Cricket Project. (ii) Construction of the Parking Garage shall have commenced and shall be continuing with sufficient funding to enable completion of the Parking Garage, without supplemental funding by the Township and substantially in accordance with the schedule set forth in the construction contracts for such Parking Garage. (iii) At least 6 months shall have elapsed since the commencement of construction of the Parking Garage. (iv) Either (A) the Parking Garage shall have been substantially completed; or (B) the Township and Dranoff shall have agreed that sufficient temporary parking spaces are then available to accommodate parking displaced by both the Parking Garage construction and the Cricket Site construction.

(v) the MCRDA shall have obtained the right and option to reacquire the Cricket Site if Dranoff does not commence construction of the Cricket Project by the date which is 6 months after the later of (A) conveyance of the Cricket Site to Dranoff or (B) three months after satisfaction of conditions contained in clauses 2(b)(iii) and 2(b)(iv). In the event of (A) or (B), MCRDA shall have the right to re-acquire the site for the land cost, if any, previously paid by Dranoff. Subject to Section 7 hereof, Documentation shall also be obtained from Dranoffs construction lender affording the Township the opportunity to assume the loan and draw remaining loan funds to complete the project or to return the project to a status as a public parking lot if the project is commenced and not completed in a reasonably timely fashion, including reasonable extensions. (c) The financing and construction of the portion of the Public Project on the Cricket Lot, as the same is reflected on Exhibit B hereto and supplemented by an extra deck if Dranoff proceeds with the Cricket Project alone as contemplated by Section 1 hereof, shall be integrated, to the extent permitted by the requirements of each level of financing, into the financing and construction of the Private Project on the Cricket Lot so that the entire Cricket Project is financed and constructed simultaneously. Such financing shall include both private components (arranged by Dranoff) and available RACP funds to the extent not prohibited by applicable legal requirements. 3. Design of the Cricket Project (a) Revised conceptual plans for the Cricket Project shall be attached as exhibits to the Amended and Restated Development Agreement. (b) The Amended and Restated Development Agreement shall continue to require the Townships approval of plans for the Cricket Project as a supplemental process (and not in lieu of) to the other approval processes required by law, including, but not limited to, all land development approvals. Dranoff shall have the right to terminate the Amended and Restated Development Agreement, subject to the reimbursement obligation provided for herein, if applicable, if all required approvals are not obtained within the time period set forth in Exhibit A attached hereto. (c) Dranoff shall have no obligation to obtain architectural plans for the building to be part of the Cricket Project by any particular date provided the overall commencement and completion of the Cricket Project proceeds within the time deadlines set forth in clause 2(b)(v) hereof and provided, further, that all contingencies contained in Section 1 have been satisfied within the time frames set forth therefore in Exhibit A attached hereto . 4. Role of Dranoff for the Public Project As to the portion of the Public Project on the Cricket Site, Dranoff shall perform the development management services generally outlined in the Development Agreement. The compensation for such services shall be equal to 3% of the hard construction costs; provided, however, that if

there are sufficient funds, including contingency, to pay the Maximum Base Expenses plus Variable Expenses as set forth below, the compensation to Dranoff shall be increased up to 5% of the cost of the portion of the Public Project on the Cricket Site. As to the Parking Garage, Dranoff shall be the turn-key developer and guaranty completion as set forth above. The compensation for such services shall be equal to 3% of the hard construction costs; provided, however, that if there are sufficient funds, including contingency, to pay the Maximum Base Expenses plus Variable Expenses as set forth below, the compensation to Dranoff shall be increased up to 5% of the cost of the Parking Garage. 5. Below Market Rate Housing The BMR Housing section in the existing Development Agreement (Section 1.5) shall be modified so that, subject to obtaining modifications to the MUST requirements (which shall be a condition to Dranoffs obligations under the Amended and Restated Development Agreement), Dranoff shall have no obligation to construct or include BMR Housing in the Cricket Project; provided, however, that in lieu of such obligation, Dranoff shall, to the extent not prohibited by legal requirements, upon completion of the Parking Garage, contribute an amount not to exceed the less of $1,000,000 or 50% of the Ultimate Remaining Cash from the Parking Garage portion of the Project into a fund for BMR Housing. The term Ultimate Remaining Cash, as used herein, shall mean the amount of funds remaining, if any, after (1) payment for the Parking Garage; (2) setting aside of at least the Sufficient Amount of RACP funds for the Cricket Project; (3) paying the Minimum Base Expenses and Variable Expenses to the Township and (4) paying the increased 5% fee to Dranoff. The balance of the Ultimate Remaining Cash not used for such contribution shall be available, to the extent not prohibited by legal requirements, for use by Dranoff for the Cricket Project. The Major Deadlines shall be amended and restated to be as set forth on Exhibit A hereto. Township shall have no obligation to provide any funds except for previously committed match funds with respect to the FTA grant. The Township and Dranoff have previously obtained commitments for certain public funds, including, among other things, $15,000,000 in grants under the Redevelopment Assistance Capital Program, and the parties anticipate that the Township will receive an additional $500,000 in such funds (all such grants, collectively, being referred to herein as the RACP Grants). The Township has also previously obtained a $250,000 grant from Montgomery County (the MC Grant), which may or may not remain available depending upon the timing of the Project. Previously, $75,000 of funds was also obtained from the Commonwealth of Pennsylvania, which has already been applied to Project costs. Subject to satisfaction of all requirements for accessing such funds,

6. Major Deadlines

7. Funding

Dranoff shall have the right to use the RACP Grants and the MC Grant toward whichever parts of the Project Dranoff deems appropriate. Dranoff shall have no obligation to obtain funds for construction of the Parking Garage. Dranoff will cooperate, at no expense to Dranoff other than use of Dranoffs own forces, with Township efforts to raise additional funds for the Project. Dranoffs obligation to perform the Cricket Project shall only arise if all conditions reflected in this Term Sheet and the Amended and Restated Development Agreement are met. In this regard, the Township recognizes that Dranoffs ability to finance the Cricket Project may depend on requirements of its lenders, and it shall be a condition of Dranoffs obligation to perform the Cricket Project that such lenders shall have approved the terms and conditions by which Dranoff and the Cricket Project are bound as well as the agreements required of such lenders by the Township as set forth in subsection 2(b)(v) above. Unless funds are obtained that are allocated for one particular part of the Project (e.g., SEPTA providing funds to construct parking), but subject to Dranoffs obligations to perform its turn-key obligations and comply with legal requirements, there shall be no prohibition on uses of funds with regard to specific portions of the Project.

8. Payment for Cricket Lot

The payment for the Cricket Lot shall be $2 Million; provided, however, that such amount shall be due and payable, if ever, upon conversion of the Cricket Project to include residential condominiums, which $2 Million shall be divided by the number of residential units in the condominium and paid on a per unit basis as such condominiums are sold.

9. Public Parking at the Cricket Project

(a) Dranoff shall construct a surface parking lot with __ covered and uncovered, to the extent applicable, spaces on the Cricket Site (the Public Lot), in accordance with concept plans attached as Exhibit B hereto, as the same may be modified by mutual agreement pursuant to the Amended and Restated Development Agreement. (b) At Closing on the acquisition of the Cricket Site, Dranoff shall grant the Township a perpetual easement to the Public Lot on the following terms: (i) The Township will have the right to charge the public for parking (whether by meter or otherwise). (ii) Dranoff will perform all maintenance, repairs and replacements, including removal of snow and ice in covered and uncovered, to the extent applicable, areas, but Township will reimburse for Public Lot maintenance expenses only. (iii) Dranoff will have an obligation to maintain and repair, at its expense, any structures which support or cover the Public Lot.

10.

Expenses

(a) At the earlier of commencement of construction of the Parking Garage or termination of the Agreement, Dranoff shall be obligated, without condition except as otherwise set forth in Section 1 hereof or Section 5.1 of the Development Agreement, to reimburse the Township (or cause the Township to be reimbursed) Township for all Townships out-of-pocket expenses from March 1, 2008 forward in an amount not to exceed Maximum Base Expenses. The term Maximum Base Expenses means an amount equal to $1,000,000. Upon completion of the Parking Garage, if sufficient funds remain, Dranoff shall reimburse the Township from available project funds the Townships Variable Expenses. The term Variable Expenses means the amount of out of pocket expenses incurred by the Township in excess of Maximum Base Expenses, but only to the extent funds are available from the available funds after completion of the Parking Garage, including, without limitation, contingency funds raised after the date hereof, RACP Grants and other public funds in excess of the Sufficient Amount required for the Cricket Project and payment to Dranoff of its fee of at least 3%. (b) Other than as stated above and as limited by this Term Sheet, the expenses section in the existing Development Agreement (Section 5.1) shall remain substantially the same.

11. Future Development

Provided that Dranoff is not in material default, the Township shall negotiate exclusively with Dranoff for a period of five (5) years after commencement of construction on the Cricket Project for any future private development on the remaining portion of the Township Lot and Ardmore West lots.

Where a matter is not addressed in this Term Sheet but is addressed in the Development Agreement, our expectation is that the Amended and Restated Development Agreement will not materially modify that provision.

It is understood that this term sheet does not impose any standard of conduct between the parties and that the provisions hereof are not to be construed as compromising agreements, obligations or responsibilities that are legally binding upon either party in any respect, and the execution of a written, definitive Amended and Restated Development Agreement is a condition precedent to the creation of any binding agreement between the Township and Dranoff. Except to the extent contained in a fully executed and delivered Amended and Restated Development Agreement, either the Township or Dranoff may, without any liability to the other, (1) propose different terms from those summarized herein, or (2) unilaterally terminate all negotiations regarding modifications to the Development Agreement. The existing Development Agreement shall remain in full force and effect unless and until the parties execute and deliver an Amended and Restated Development Agreement; provided, however, that the October 31, 2011 deadlines established in the Second Amendment to Development Agreement dated June 16, 2011, shall each be modified to be January 31, 2012.

TOWNSHIP OF LOWER MERION

By: Douglas Cleland, Township Manager

DRANOFF PROPERTIES, INC.

By: Carl Dranoff, President

Exhibit A
Description Amtrak Agreement Deadline Current Deadline October 31, 2011 Extended Deadline June 30, 2014, or such earlier accelerated date as is selected by the Township None

Reimbursement Outside Date Zoning Approvals

October 31, 2010

June 30, 2012

18 months after Satisfaction of Amtrak Agreement Condition or passage of Amtrak Agreement Deadline 18 months after Satisfaction of Amtrak Agreement Condition or passage of Amtrak Agreement Deadline 18 months after Satisfaction of Amtrak Agreement Condition or passage of Amtrak Agreement Deadline Three (3) months after Commencement of Construction subject to extension for unforeseen underground conditions Eighteen (18) months after Commencement of Construction Private Only Reconveyance Date as set forth in 2(b)(v) of Term Sheet Private Only Reconveyance Date as set forth in 2(b)(v) of Term Sheet

Making of initial application for Land Development Approvals

March 31, 2011

NEW: Commencement of Construction of Parking Garage

n/a

NEW - Completion of Foundation of Parking Garage

n/a

Completion of Parking Garage

n/a

Financing Commitments for Public and Private Projects Commencement of Construction- Private Project

December 31, 2012

December 31, 2012

10

Exhibit B

11