Common use of Buyer’s Remedies Clause in Contracts

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. (a) If Seller breaches this Agreement prior to the Closing has not occurred due for any reason except failure by Buyer to a breach by Seller perform its obligations, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedrespect, Buyer shall be entitledelect, as its sole remedy, either to (ai) to terminate this Agreement by giving notice to Seller of such election prior to or at Closing, whereupon the Deposit shall be returned to Buyer and receive Seller shall reimburse Buyer for Buyer’s out-of-pocket costs incurred in connection with the return negotiation and performance under this Agreement, but not in excess of the entire Deposit One Hundred Thousand Dollars (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended$100,000), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, ; or (bii) waive such breach and proceed to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that Closing; or (iii) pursue the remedy of specific performance shall not be available performance. Notwithstanding anything herein to enforce any other obligation of Seller hereunder. the contrary, Buyer shall be deemed to have elected to terminate this Agreement (if as provided in subsection (a) above) if a result of Seller’s breach Buyer does not proceed to Closing and thereafter fails to give Seller notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety (90) days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or action in the county in which the Property is located within ninety (90) days after following the originally scheduled Closing Date, whichever . Buyer’s remedies shall occur firstbe limited to those described in this Section 7.2. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything Nothing contained in the Agreement contained foregoing shall serve to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, waive or otherwise limit Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability remedies or damages for claims of Buyer against Seller with respect to any obligations of Seller that, by the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI shall Agreement, survive Closing the close of Escrow or any termination of this Agreement before the Closing or impair buyer’s rights to obtain from Seller all costs and expenses of enforcing this Agreement. IN NO EVENT SHALL SELLER’S MEMBERS OR ITS OR THEIR DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. (b) To secure its liabilities and obligations under this Agreement and the documents executed by Seller as contemplated in this Agreement, Seller shall deposit Five Million Dollars ($5,000,000) in an escrow (the “Damages Escrow”) with the Title Company at the Closing. The instructions to the Title Company regarding the Damages Escrow shall provide that all funds therein shall be disbursed to Seller two hundred seventy (270) days following the Closing Date (the “Termination Date”) unless prior to such date, Buyer has given notice to Seller and the Title Company that Buyer has a claim against Seller under this Agreement or any document executed by Seller in connection with this Agreement, specifying the basis for such claim and the amount thereof, in which event the amount of such claim, plus ten percent (10 %) thereof, shall remain in the Damages Escrow as of the Termination Date until such time as Buyer’s claim has been resolved, either by a decision in arbitration or a judgment in litigation or mutual agreement of the parties and any amount then remaining in the Damages Escrow shall be disbursed to Seller. All interest accruing in the Damages Escrow shall belong to, and be payable currently to, Seller.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller will be in any material respect any of its obligations or representations or warranties contained in default under this AgreementAgreement if, or if after written notice from Buyer, Seller fails to consummate perform any of Seller’s obligations under this Agreement for any reason other than Buyer's within ten days of receipt of such notice (or such longer period as is reasonably required in the exercise of due diligence not to exceed an additional ten days, provided Seller commences such cure within the initial ten-day period). In the event of a default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providednot cured within the applicable cure period, Buyer shall be entitled, as its sole remedy, either may: (ai) waive the effect of such matter and proceed to consummate the Closing (provided that in no event will Buyer have the right to waive any of Seller’s conditions precedent hereunder); (ii) terminate this Agreement and receive in which case the return of the entire Xxxxxxx Money Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate together with any accrued interest thereon) will be returned to terminate this Agreement and release Seller from any and all liability hereunder, Buyer; or (biii) to enforce bring an appropriate action for specific performance of this Agreement. Notwithstanding the foregoing, if after completion of all Pre Closing Conditions waivable by Seller's , Seller shall willfully default in its obligation to execute close the documents required to convey transaction hereunder on the Property to BuyerClosing Date, it being understood including by initiating a Condemnation Act and agreed that the remedy of specific performance shall not be a legally available remedy to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third partyresult thereof, then upon Buyer shall: (x) have the right to receive a return of the Xxxxxxx Money Deposit; and (y) be entitled to (and Seller shall reimburse Buyer for) Xxxxx's Costs (which reimbursement obligation shall survive the termination of this Agreement). The term "Buyer's Costs" is defined for the purpose of this Agreement as the expenses, if any, actually incurred by BuyerBuyer for: (x) title examination, in addition to receiving survey, and municipal searches, including the immediate return issuance of the DepositTitle Commitment and any continuation thereof, anything in the Agreement contained without issuance of a title insurance policy; (y) fees paid to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs 's engineer and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability architect for preparing any environmental and engineering reports with respect to the foregoing shall not exceed $300,000.00. The rights Property and remedies all Project design work; and (z) the actual and reasonable third-party costs incurred by Xxxxx in connection with the negotiation of this Article VI Agreement and Xxxxx's due diligence with respect to the Property, including, without limitation, reasonable attorneys' fees. In the event Seller pays the above costs, to the extent Buyer is permitted to assign, Seller shall survive Closing or have the right to obtain from Buyer all plans, designs, and project documents related to any termination improvement contemplated for the Property and have the right to use the same for any purpose whatsoever (and Buyer shall be obligated to convey the same to Seller upon demand, and assign any rights to Seller to authorize the use of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFsuch documents by Seller).

Buyer’s Remedies. 15.1 If the Closing has Buyer identifies a defect in the Product as a result of any breach of clause 12.1, the Buyer shall give the Seller written notice of any failure of the Product to comply with the warranty within five (5) days after the Buyer identifies any non-compliance, provided that notwithstanding when the Buyer identifies such non-compliance, the Buyer must notify the Seller in writing of any non-compliance no later than ninety (90) days after delivery of the Product. The notice must specify the basis of the Buyer’s claim in detail and identify the Product at issue.‌ 15.2 After notification of the defect by the Buyer under clause 15.1, the Seller shall, at its sole discretion, replace the defective Product as soon as reasonably practicable or reimburse the Buyer the Price paid for the affected Product.‌ 15.3 The Buyer shall allow the Seller access to the Product on the Buyer’s premises to inspect, or replace the Product, and shall return the affected Product to the Seller, freight and insurance prepaid, at the Seller’s request, for inspection, or replacement. The Buyer shall not occurred due ship the affected Product to the Seller without first obtaining the Seller’s approval and instructions. The Buyer shall keep all Product subject to a breach by claim segregated until the Seller has completed its inspection or has given the Buyer written notice with respect to the particular Product that Buyer does not need to continue to segregate the Product. 15.4 Where the Seller supplies any replacement Product in any material respect any accordance with clause 15.2, the provisions of its obligations or representations or warranties contained the Agreement shall apply to such replacement Product, and the Seller shall acquire all right, title and interest in this Agreement, or if Seller fails and to consummate this Agreement the original Product to the extent replaced. 15.5 The remedies set forth in clause 15.2 shall be the Buyer’s sole and exclusive remedy for any reason other than Buyer's default or defective Product supplied by the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate under this Agreement and receive the return Seller shall have no further liability to the Buyer in respect of the entire Deposit (including both failure of the First Deposit and Second Deposit, and whether or not Product to comply with clause 12.1. In no event shall the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller’s liability for any claim be greater than the amount the Buyer paid for the affected Product. 15.6 The Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available liable for the Product's failure to enforce comply with the warranty set out in clause 12.1 in any other obligation of the following events: 15.6.1 the Buyer makes any further use of such Product after giving notice in accordance with clause 12.5; 15.6.2 the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Product or (if there are none) good trade practice regarding the same; 15.6.3 the defect arises as a result of the Seller hereunder. following any drawing, design or specification supplied by the Buyer; 15.6.4 the Buyer alters or repairs such Product without the written consent of the Seller; 15.6.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; 15.6.6 the Buyer does not pay the Price as and when due; 15.6.7 the Buyer does not allow the Seller access to the Product for purposes of inspection, repair or replacement; or 15.6.8 the Product differs from its specification as a result of changes made to ensure it complies with applicable statutory or regulatory requirements. 15.7 The Buyer shall be deemed to have elected waived all warranty claims with respect to terminate this Agreement (as provided the Product that it does not report to the Seller in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before writing within the ninety (90) days after written notice day period. No claim shall be allowed for any Product that has been processed in any manner. 15.8 The terms implied by sections 13 to 15 of termination from Seller or ninety (90) days after the originally scheduled Closing DateSale of Goods Act 1979 are, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed fullest extent permitted by law, excluded from the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. (i) If Seller is in default under Section 10.2(a)(i) of this Agreement, Buyer may, by written notice to Seller and Escrow Agent, given within 10 days following the Closing date that such default has not occurred due to a breach by Seller in continued beyond any material respect any of its obligations or representations or warranties contained applicable notice and grace period set forth in this Agreement, or if Seller fails elect to consummate this Agreement for any reason other than Buyer's default exercise either the Termination Right or the permitted termination of this Agreement by Specific Enforcement Right as described below, but not both, unless prior to such notice being given, Seller or otherwise cures the default, in which case Buyer as herein expressly provided, and Seller shall proceed to close the transaction within five days following such cure. (A) Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to may terminate this Agreement (the “Termination Right”), effective as provided in subsection (a) above) if of the date Buyer fails gives the notice to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after and Escrow Agent electing to exercise the originally scheduled Closing Date, whichever shall occur firstTermination Right. If specific performance is not available due to Buyer exercises the fact that Termination Right, Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, shall (i) reimburse Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented for its actual out-of-pocket costs and expenses associated in connection with conducting its due diligence related the Properties and the transactions contemplated by this Agreement, but not to exceed $500,000, and (ii) pay Buyer a break-up fee equal to the Property; providedsum of $1,500,000, howeverwhich break-up fee shall be in addition to the amounts required to be paid under clause (i). (B) Buyer may elect to pursue specific performance of this Agreement (the “Specific Performance Right”). If Buyer fails to elect the Specific Performance Remedy within the 10-day period described above, Seller’s maximum reimbursement liability Buyer shall have no further right to demand specific performance and shall be conclusively presumed to have exercised the Termination Right. (ii) If Seller is in default with respect to any of its indemnity obligations under this Agreement or any post-closing obligation (including the foregoing breach of any representation or warranty surviving the Closing), Buyer shall not exceed $300,000.00. The have all rights and remedies of this Article VI shall survive Closing at law or any termination in equity in connection with such default. (iii) If, prior to Closing, Buyer discovers that Seller is in default under Section 10.2(a)(iii) of this Agreement, Buyer may either (x) elect to waive such default and proceed to Closing or (y) elect to cancel this Agreement and the escrow, such cancellation to be effective immediately upon Buyer giving written notice of cancellation to Seller and Escrow Agent. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFUpon such cancellation, Seller shall reimburse Buyer for its actual out-of-pocket costs and expenses in connection with the Property and the transaction contemplated by this Agreement, but not to exceed $500,000. (iv) Buyer irrevocably waives any right to damages or any other remedies or form of relief, except as specifically set forth in this Section 10.2

Buyer’s Remedies. (a) If the Closing has this Agreement is terminated pursuant to Section 10.1(a)(ix), and Buyer is not occurred due to a then in material breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails then the Xxxxxx Entities shall pay to consummate Buyer Five Hundred Thousand Dollars ($500,000). (b) If this Agreement is terminated pursuant to Section 10.1(a)(ix), and within five years after such termination the Xxxxxx Entities or their Affiliates sell the Stations to a third party for a purchase price in excess of the Purchase Price, then upon consummation of such sale to such third party, the Xxxxxx Entities shall pay to Buyer the amount of such excess. (c) In the event of any such termination, the amounts payable by the Xxxxxx Entities pursuant to Sections 10.3(a) and 10.3(b), as the case may be, shall be liquidated damages and not a penalty and shall constitute full payment and the exclusive remedy for any reason other than Buyer's default damages, costs or expenses sustained by Buyer as a result of such termination. The Xxxxxx Entities and Buyer agree in advance that actual damages, costs or expenses would be difficult to ascertain and that the permitted amounts payable by the Xxxxxx Entities pursuant to Sections 10.3(a) and 10.3(b), as the case may be, are fair and equitable amounts to reimburse Buyer for damages, costs and expenses sustained due to the termination of this Agreement described in Section 10.1(a)(ix) and is not a penalty in either case. (d) The parties recognize that if, prior to Closing, the Xxxxxx Entities breach this Agreement and refuse to perform under the provisions of this Agreement, monetary damages alone would not be adequate to compensate Buyer for its injury. Buyer shall therefore be entitled, in addition to any other remedies that may be available, to obtain specific performance of the terms of this Agreement prior to Closing. If any action is brought by Seller Buyer to enforce this Agreement, whether prior to or following the Closing, the Xxxxxx Entities shall waive the defense in any such action that there is an adequate remedy at law and interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy hereunder, and the Xxxxxx Entities agree that Buyer as herein expressly providedshall have the right to seek specific performance without being required to prove actual damages, post bond, furnish other security, or make an election of remedies. Following the Closing, Buyer shall be entitled, as its sole remedyin addition to any other remedies that may be available, either (a) to seek specific performance of the terms of this Agreement to be performed after the Closing. In the event Buyer elects to terminate this Agreement and receive the return as a result of the entire Deposit (including both the First Deposit and Second DepositXxxxxx Entities’ default hereunder instead of seeking specific performance, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed entitled to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, recover Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFdamages.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect breaches any of its obligations the terms or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination provisions of this Agreement by Seller or Buyer as herein expressly providedotherwise defaults hereunder, Buyer shall be entitled, as its sole remedy, may either (ai) to terminate this Agreement and receive the return of Escrow by written notice to Seller and Escrow Agent, whereupon the entire Deposit Earnest Money (including both the First Deposit and Second Depositall interest eaxxxx thereon) shall be immediately returned to Buyer, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from the Escrow shall terminate and thereafter neither party shall have any further obligation or liability to the other hereunder; (ii) waive such default and all liability hereunder, consummate the transaction contemplated hereby in accordance with the terms or provisions hereof; or (biii) institute all proceedings necessary to specifically enforce specific performance the terms or provisions of Seller's obligation this Agreement and cause title to execute the documents required to convey the Property to be conveyed to Buyer; Buyer hereby specifically waiving its right to seek monetary damages of any kind for any default of Seller; provided however, it being understood and agreed that if Seller by its intentional acts (such as sale of the remedy of Property) has rendered specific performance impossible to enforce, Buyer shall have the right to an action for damages against Seller. Notwithstanding any other terms or conditions of this Agreement, Seller shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement be in default hereunder unless the breach or default complained of by Buyer has not been cured within thirty (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (9030) days after written notice thereof has been given to Seller; however, if the breach or default cannot be reasonably cured within thirty (30) days, then Seller shall have a reasonable period of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due time to the fact that effectuate such cure so long as Seller has conveyed the Property commenced such cure with such thirty (30) day period and Seller thereafter diligently pursues such cure to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFcompletion.

Buyer’s Remedies. If the Closing has not occurred due fails to a breach occur by Seller in any material respect any reason of Seller’s improper failure or refusal to perform its obligations or representations or warranties contained hereunder and same is not cured within seven (7) days after Seller’s receipt of written notice thereof from Buyer (but in this Agreementno event later than the date of Closing), or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, then Buyer shall be entitled, entitled as its sole remedy, remedy either (a) to terminate this Agreement and receive to the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from together with any and all liability hereunderBuyer’s Costs (as hereinafter defined) incurred as of the date of such termination up to a maximum of $75,000, or (b) to enforce seek specific performance of Seller's ’s obligation to execute the documents required to convey sell the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Holder, which of these remedies it wishes to pursue no later than forty-five (45) days after the date scheduled for the Closing Date. Buyer shall be deemed to have elected to terminate this Agreement (and receive back the Deposit as provided in subsection (a) above) above if Buyer fails to file a cause of action suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after written notice following the date upon which Closing was to have occurred. For purposes of termination from Seller or ninety this Agreement, “Buyer’s Costs” shall mean the actual expenses incurred by Buyer and paid (90i) days after to Buyer’s attorneys for reasonable fees in connection with the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination negotiation of this Agreement by Buyer, in addition to receiving or the immediate return proposed purchase and/or financing of the DepositProperty, anything (ii) to third party consultants in connection with the Agreement contained to the contrary notwithstandingperformance of examinations, inspections and/or investigations performed by Buyer shall also receive from Seller, upon demand, or Buyer’s actualAgents, documented out-of-pocket costs and expenses associated (iii) to any potential lender in connection with conducting its due diligence related to any proposed financing of the Property; provided. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, howeverIN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS AGREEMENT AND/OR ANY RELATED DOCUMENTS (INCLUDING, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. WITHOUT LIMITATION, ANY AND ALL LIABILITY RESULTING FROM, CONNECTED WITH OR ARISING OUT OF: (i) ANY BREACH OR VIOLATION BY SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR PROMISE OF SELLER SET FORTH IN THIS AGREEMENT OR ANY OF THE FOREGOING REMEDIES ARE RELATED DOCUMENTS, (ii) SELLER’S DEFAULT HEREUNDER OR FAILURE TO COMPLY WITH ANY DUTY, RESPONSIBILITY OR OBLIGATION OF SELLER SET FORTH IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY ANY RELATED DOCUMENT, AND/OR (iii) ANY INDEMNIFICATION OBLIGATIONS UNDER OF SELLER SET FORTH IN THIS AGREEMENT (OTHER SECTIONS HEREOFTHAN THOSE SET FORTH IN SECTION 10.16 OF THIS AGREEMENT) OR ANY OF THE CLOSING DOCUMENTS) EXCEED, IN THE AGGREGATE, THE AMOUNT OF THE CAP.

Buyer’s Remedies. If the Closing has not occurred due to Seller breaches a breach by Seller in any material respect any of its obligations or representations or warranties contained in obligation under this Agreement, and Buyer is notified of or if becomes aware of such breach prior to the Closing (a “Seller fails to consummate this Agreement for any reason other than Default”), then Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer ’s sole and exclusive remedy shall be entitled, as its sole remedy, either to: (ai) to terminate this Agreement and receive Agreement, in which event the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer interest accrued thereon shall be deemed returned to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against and Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property reimburse Buyer to a third party, then upon termination maximum of this Agreement by Buyer, in addition to receiving Two Hundred Thousand and No/100 Dollars ($200,000.00) for the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented actual out-of-pocket costs incurred by Buyer in connection with the transaction contemplated by this Agreement, including, without limitation, actual attorney’s fees and expenses associated and costs incurred in -23- connection with conducting its due diligence Buyer’s evaluation and inspection of the Property and fees or deposits forfeited to any lender providing financing to Buyer in connection with the transaction; or (ii) commence and pursue an action for specific performance (and an action for Delay Damages (as defined below)). If Buyer elects to seek specific performance of Seller’s obligation to close Escrow hereunder, Buyer must stand ready and able to tender the Purchase Price and all other sums and documents to be delivered into Escrow by Buyer hereunder but for the Seller Default. In the event that intentional acts of Seller, after a Seller Default, renders specific performance unavailable to the Buyer, the foregoing cap on the amount of Buyer’s recoverable costs shall not apply, and Buyer shall have the right to pursue damages related to the Property; provided, however, delay in the conveyance of the Property due to Seller’s maximum intentional acts (“Delay Damages”). Notwithstanding the foregoing, nothing in this provision shall limit Buyer’s rights to receive reimbursement liability with respect for attorneys’ fees pursuant to the foregoing shall not exceed $300,000.00. The rights Section 14, nor waive or affect Seller’s and remedies Buyer’s indemnity obligations under other sections of this Article VI shall Agreement, which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller shall default in any material respect any of its obligations the terms or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination provisions of this Agreement prior to the Closing Date, and shall fail to cure such default within ten (10) days following written notice thereof given by Seller or Buyer as herein expressly providedto Seller, Buyer shall be entitled, may elect as its sole remedy, either and exclusive remedy to either: (a) to terminate this Agreement by written notice to Seller and receive Escrow Agent, whereupon the return of Deposit and the entire Extension Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return if applicable) shall operate promptly be returned to terminate this Agreement and release Seller from any and all liability hereunder, or Buyer; (b) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (c) institute all proceedings necessary to specifically enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination terms of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the PropertyAgreement; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies any action for specific performance must be instituted within thirty (30) days of any alleged breach of this Article VI Agreement by Seller. Buyer agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall survive Closing be deemed a waiver by it of its right to commence such an action. Buyer waives any right to seek or obtain monetary damages in connection with any termination of default by Seller under this Agreement, and in no event shall Buyer be entitled to incidental, consequential or punitive damages. NOTWTHSTANDING ANYTHING TO THE FOREGOING CONTRARY IN THIS AGREEMENT OR APPLICABLE LAW, IN THE EVENT BUYER CLAIMS A DEFECT IN TITLE TO THE PROPERTY, BUYER SHALL EXHAUST ALL OF ITS RIGHTS AND REMEDIES ARE UNDER THE TITLE POLICY AS A CONDITION PRECEDENT TO ASSERTING ANY CLAIM THAT BUYER MAY HAVE UNDER THIS AGREEMENT OR IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFCONNECTION WITH THE DEED. THIS SECTION 14 SHALL SURVIVE CLOSING.

Buyer’s Remedies. If In the Closing has event the purchase and sale of the Property is not occurred due to consummated because of a breach default by Seller Seller, and provided that Buyer is not in any material respect any of its obligations or representations or warranties contained in this Agreementdefault hereunder, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer sole and exclusive remedy shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the an immediate return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce seek specific performance of Seller's obligation to execute the documents required to convey sell the Property to Buyer. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Holder, which of these remedies it being understood and agreed that wishes to pursue no later than thirty (30) days after the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunderdate scheduled for the Closing Date. If Buyer shall be deemed to have elected elects to terminate this Agreement (as provided in subsection pursuant to clause (a), Buyer shall be entitled to seek damages caused by Seller's breach, which shall (i) abovebe limited to the actual, out-of-pocket third party costs incurred by Buyer in connection with the transaction contemplated hereby, and (ii) if in no event exceed Seventy Five Thousand Dollars ($75,000). Seller shall have no liability to Buyer fails under any circumstances for any consequential or punitive damages. If any condition precedent to file a cause of action for specific performance against Seller on Buyer's obligation to close contained in SECTION 7.2 has not been satisfied or before ninety (90) days after written notice of termination from Seller or ninety (90) days after waived by Buyer in writing by the originally scheduled Closing Date, whichever Buyer's sole and exclusive remedy shall occur first. If specific performance is not available due be to the fact that Seller has conveyed the Property to a third party, then upon termination of terminate this Agreement by Buyer, in addition to receiving the and receive an immediate return of the Deposit, . Notwithstanding anything in the Agreement contained to the contrary notwithstandingherein, Buyer shall also receive from not seek a personal judgment against Seller nor its members, managers, employees or agents of Seller, upon demandnor the shareholders, Buyer’s actualofficers, documented out-of-pocket costs and expenses associated with conducting its due diligence directors, employees or agents of any of them nor the Property for any Claims under or related to this Agreement or the Property; provided, however, Seller’s maximum reimbursement liability with respect . Buyer shall look solely to the foregoing Seller's interest in the Property for the payment of any Claim or performance of any obligation by Seller hereunder. Under no circumstances shall not exceed $300,000.00. The rights Buyer have the right, and remedies Buyer hereby waives any right it may have, to record a lis pendens or notice of this Article VI shall survive Closing any lawsuit against the Project or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFportion thereof.

Buyer’s Remedies. (i) If Seller is in default with respect to the Seller Closing has not occurred due Obligations, Buyer may, by written notice to a breach Seller and Escrow Agent, given within ten (10) days following the date that the default by Seller occurs, elect to exercise either the Termination Right or the Specific Enforcement Right as described below, but not both, unless prior to such notice being given, Seller otherwise cures the default, in which case Buyer and Seller shall proceed to close the transaction within five (5) days following such cure. (A) Buyer may terminate this Agreement (the "TERMINATION RIGHT"), effective as of the date Buyer gives the notice to Seller and Escrow Agent electing to exercise the Termination Right. If Buyer exercises the Termination Right, all xxxxxxx money deposits will be returned to Buyer. (B) Buyer may elect to pursue specific performance of this Agreement (the "SPECIFIC PERFORMANCE RIGHT"); PROVIDED, HOWEVER, that the amount payable by Buyer at Closing shall be reduced by the amount of damages incurred by Buyer as a result of Seller's default, including any material and all reasonable costs and expenses incurred by Buyer and paid to third parties, including outside counsel, in enforcing its rights and remedies under this Agreement. If Buyer fails to elect the Specific Performance Remedy within the ten (10) day period described above, Buyer shall have no further right to demand specific performance and shall be conclusively presumed to have exercised the Termination Right. (ii) If Seller is in default with respect any of its obligations or representations or warranties contained in under this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedClosing Obligations, including any indemnity obligation, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and have all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing at law or in equity in connection with such default. (iii) Buyer irrevocably waives any right to damages or any termination other remedies or form of relief, except as specifically set forth in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFSECTION 10.2(b).

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) The Parties acknowledge that Buyer has contracted the W&I Insurance providing insurance coverage with respect to terminate the Warranties and the Tax Indemnity as set out in the W&I Insurance. Neither Seller nor any Warrantor is a party to the W&I Insurance, and the insurer under the W&I insurance is not a party to this Agreement Agreement. Seller and receive the return Warrantors’ liability for a breach of the entire Deposit (including both Warranties or any Tax Indemnity Claim shall be limited in the First Deposit and Second Depositmanner expressly provided in Section 10.2. Irrespective of whether the W&I Insurance is in force or not, and irrespective of whether any claim by Buyer is covered by W&I Insurance or not not, Seller and the Inspection Period was extended), which return Warrantors shall operate have no liability to terminate this Agreement and release Seller from Buyer under any and all liability hereunder, of the Warranties in excess of the amount set out in Sections 10.2.1(b) or (b10.2.1(d) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided applicable). Save as expressly set out in subsection (aSections 10.2.1(b) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstandingand 10.2.1(d), Buyer shall also receive bear any retention or deductible amount that may be deducted under the terms of the W&I Insurance from Sellerany Loss that would otherwise be compensable under this Agreement and, upon demandsubject to Sections 10.2.1(b) and 10.2.1(d), Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related neither Buyer nor any other person shall be entitled to make any claims against Seller or the Warrantors regarding such amount of retention or deductible under the W&I Insurance. (b) Notwithstanding any provisions in this Agreement to the Property; providedcontrary, howeverBuyer agrees that it will not be entitled to make, it will not make, and it waives any right it may have to make, any Tax Indemnity Claim against the Warrantors in excess of the one euro (EUR 1) financial limit in Section 10.2.1(c). (c) Nothing in this Agreement has the effect of limiting or restricting any liability of Seller or any Warrantor to the extent such Seller or Warrantor has caused a Loss to Buyer through fraud or willful misconduct or intentional misrepresentation. (d) Seller’s maximum reimbursement and the Warrantor’s liability with respect relating to the foregoing shall not exceed $300,000.00. The rights and remedies of transactions contemplated by this Article VI shall survive Closing or any termination of Agreement is exclusively governed by this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTo the extent possible, any payments made by Seller to Buyer either pursuant to Section 4 or pursuant to this Section 10 will be treated for all purposes as a reduction of the Purchase Price. Any liability of Seller or the Warrantors towards Buyer hereunder shall be several and not joint nor joint and several.

Buyer’s Remedies. If 10.1 If, before Completion, the Closing Buyer becomes aware of any fact, event or circumstance which constitutes a Material Event or a Material Breach, the Buyer may proceed to Completion (on such amended terms (if any) as the parties may agree in writing) or may elect, by notice to the Seller's Solicitors, to terminate this agreement unless (if the facts, events or circumstances giving rise to such notice are capable of being remedied) the Seller has not occurred due to a breach by Seller in any material respect any remedied them within 10 Business Days of its obligations or representations or warranties contained in this Agreementreceiving notification from the Buyer, or if the date of Completion is sooner by no later than the date of Completion. No such election may be made after Completion 10.2 If before Completion there is a Material Breach and the Buyer does not elect to terminate this agreement pursuant to clause 10.1, the Buyer shall not be entitled to bring a claim pursuant to the Warranties or the Tax Covenant in respect of such Material Breach, provided that nothing in this clause 10.2 shall prevent the Buyer from bringing a claim against the Seller fails after Completion in respect of a breach of this agreement which does not constitute a Material Breach. 10.3 During the period from the date of this agreement to consummate the date of Completion the parties shall disclose to each other in writing (giving all details within their knowledge from time to time) immediately upon becoming aware of any matter which arises or is notified to them after the date of this Agreement agreement but before Completion (but for the avoidance of doubt neither the Seller nor the Buyer shall be under any reason obligation to make investigation or enquiries of any person or matter) which would or might reasonably be expected to constitute a Material Breach or Material Event. 10.4 If the Buyer terminates this agreement pursuant to clause 7.7.3 (in circumstances other than Buyer's default where the Seller has only failed to comply with paragraph 13 of schedule 2) or clause 10.1 (as a result of a Material Breach rather than a Material Event): 10.4.1 the permitted Seller shall on demand indemnify the Buyer against all its costs and expenses (including VAT) reasonably incurred relating to its investigation of the Company, the negotiation, preparation, execution or termination of this Agreement by Seller agreement and all documents in agreed form or Buyer as herein expressly provided, Buyer required to be entered into pursuant to this agreement up to a maximum of US$250,000 provided that there shall be entitledno double recovery under this clause and clause 5.5.1; and 10.4.2 each party's further rights and obligations shall cease immediately on termination, except as its sole remedyset out in this clause 10.4. 10.5 The provisions of schedule 6 do not apply in respect of, either fraud and/or a Claim (aas defined in schedule 6) involving or relating to terminate this Agreement and receive breach of clause 9.1 in respect of a Warranty contained in paragraphs 1.1, 3 or 15 of schedule 3. For the return avoidance of doubt fraud shall mean any deliberate act or omission or representation of the entire Deposit (including both Seller intended to deceive or mislead the First Deposit Buyer in a material way and Second Deposit, and whether or not upon which the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFreasonably relied.

Buyer’s Remedies. If (a) Subject to subsection 3.1(b) hereof, if at the Closing has not occurred due Closing, (i) Seller is unable to a breach by Seller deliver title to the Property in any accordance with all of the terms, provisions and conditions of this Agreement and comply with all the material respect any provisions and conditions of this Agreement, or (ii) Buyer shall have been relieved of its obligations or representations or warranties contained obligation to purchase the Property as provided in this Agreement, or if Seller fails then in such event Buyer's sole and exclusive remedy shall be to consummate cancel this Agreement for any reason other than by giving notice to Seller at the Closing and this Agreement shall be deemed terminated as of such delivery, in which event the Deposit, together with interest earned thereon shall be returned to Buyer and Buyer shall be entitled to reimbursement by Seller of Buyer's default "cost of title examination", and thereupon all rights and obligations hereunder, by either party against the other, shall cease and terminate and this Agreement shall be null and void and the lien, if any, of Buyer against the Property shall wholly cease. Buyer, without reduction of the Purchase Price or any credit or allowance against the permitted termination same and without any liability on the part of the Seller, may nevertheless accept such title as Seller may be able to convey for the purposes of this Agreement and Buyer shall have no rights of action against Seller hereunder, at law or in equity or for damages. (b) Notwithstanding anything contained herein to the contrary, if this transaction shall not close solely as a result of a default by Seller or Buyer as herein expressly providedunder this Agreement (a "Seller Default"), Buyer shall be entitled, as its sole remedy, either have the right (ai) to terminate seek specific performance of this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderAgreement, or (bii) to enforce specific performance of Sellerrecover (A) the Deposit (plus all accrued interest), and (B) Buyer's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented reasonable out-of-pocket costs expenses for its due diligence, including reasonable legal fees and expenses associated in connection with conducting its due diligence related this transaction (and specifically excluding any legal fees or expenses incurred in connection with any litigation between Buyer and Seller), engineering services, environmental review, title examination, architectural evaluation and non-refundable mortgage commitment fees not to exceed $772,000.00 in the Property; providedaggregate ("Buyer's Costs"). Notwithstanding the provisions of the preceding sentence, however, Seller’s maximum reimbursement liability with respect to the foregoing if this transaction shall not exceed close as a result of Seller's inability to close (e.g., due to title defects which Seller is not obligated to cure), Buyer's Costs shall be limited to $300,000.00250,000.00. In the event Buyer prevails in such specific performance action, Buyer shall be obligated to pay to Seller the full Purchase Price without any credit for Buyer's Costs. The rights prevailing party in any such specific performance action shall be entitled to recover reasonable attorneys' fees and remedies court costs. In no event shall Buyer have the right to seek damages from Seller as a result of any default or breach by Seller under this Article VI Agreement except for Buyer's Costs. As used in this subparagraph (b), the term "Buyer's Costs" shall survive Closing or not be duplicative of any termination reimbursement of costs paid to Buyer pursuant to other provisions of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. Subject to the provisions of Paragraphs 26 and 27 of this Agreement, if Seller shall default under this Agreement, then Buyer, as Buyer's sole remedy (Buyer specifically waiving any right to bring an action for monetary damages, including, without limitation, consequential, speculative or punitive damages), may either: (a) deliver written notice to Seller that Buyer elects to terminate this Agreement, in which event Buyer shall be entitled to a return of the Deposit and Seller shall reimburse Buyer for its actual out of pocket expenses incurred in connection with its acquisition of the Property (including without limitation any non-refundable payments made by Buyer to Lender) up to a maximum reimbursement of $50,000, and the parties shall thereafter have no further obligations under this Agreement except for the Surviving Obligations which shall survive such termination; or (b) provided that Buyer is not otherwise in default under this Agreement, bring an action against Seller to seek specific performance of Seller's obligations hereunder within sixty (60) days following the earlier of (x) the scheduled Closing Date or (y) the date of Seller's breach. Such action for specific performance will not be construed to require Seller to cure any title defect (except as specifically provided in Paragraph 5 of this Agreement), cure any untrue representation, comply with any covenant hereunder, cure any physical condition existing at the Project, or cause any third party to take any action with respect to the Project or Seller). If Buyer believes that Seller has defaulted as aforesaid prior to the Closing Date, then Buyer shall be required to elect one (1) of the remedies set forth in either Paragraph 18(a) or Paragraph 18(b) prior to the Closing Date and if Buyer fails to make such an election same shall conclusively mean that Buyer has not occurred due determined to a breach by Seller in any material respect any proceed under Paragraph 18(a) of its obligations or representations or warranties this Agreement. Notwithstanding anything to the contrary contained in this Agreement, or if in the event that Buyer becomes aware that Seller fails to consummate has defaulted in any respect under this Agreement for any reason other than Buyer's default or prior to the permitted termination of this Agreement by Seller or Buyer as herein expressly providedClosing Date and nonetheless proceeds to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer then same shall be deemed to have elected be a waiver by Buyer of any further right to terminate make a claim arising out of such default. For the avoidance of doubt, Buyer and Seller acknowledge that a breach of Seller's Representations that is alleged by Buyer under this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and be deemed to fall within this Paragraph 18 (it being acknowledged that Buyer's remedies of this Article VI shall survive Closing or any termination in respect thereof are as set forth in Paragraph 13 of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF).

Buyer’s Remedies. If Buyer acknowledges that in the Closing has not occurred due to event of a breach of this Purchase Agreement by Seller, Buyer’s right to collect damages for such breach constitutes an adequate remedy at law. To induce Seller in any material respect any of its obligations or representations or warranties contained in to enter into this Purchase Agreement, or if Seller fails to consummate this Agreement for Buyer hereby irrevocably and expressly waives: (i) any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy right of specific performance shall not be available under this Purchase Agreement; (ii) any right under the provisions of California Civil Code Sections 3384 to enforce 3395 inclusive; and (iii) any other obligation claim affecting claim of Seller hereundertitle to the Property, whether by filing a notice of pending action or otherwise. If, notwithstanding the waivers set forth in the preceding sentence, Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of institutes an action for specific performance or other relief against Seller on relating to the Property or before ninety (90) days after written any portion thereof and records a notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third partyaction concerning such action as provided in California Code of Civil Procedure Section 405.20, then upon termination of this Agreement by BuyerBuyer agrees, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The all other rights and remedies of Seller for Buyer’s breach of this Article VI shall survive Closing Paragraph 30, that pending a determination by a court of competent jurisdiction of the merits of such action, Seller may, without limitation upon its other rights and remedies, bring a motion to expunge such notice of pendency of action pursuant to California Code of Civil Procedure Section 405.30 et seq. and, in connection with such notice to expunge, Buyer agrees that damages constitute adequate relief and that the financial condition of Seller is more than adequate to respond in damages to any recovery which Buyer could reasonably obtain against Seller and, therefore, Buyer waives any requirement or right that a bond or other undertaking be given or required as a condition to expunging such notice of pendency of action. If Buyer violates this provision by recording a lis pendens against the Property or any termination of this Agreementportion thereof, the court shall expunge any such notice forthwith without bond or undertaking and shall award damages to Seller. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.Buyer’s Initials _/s/ RH_ Seller’s Initials _/s/ GD_

Buyer’s Remedies. If 22.1. Should the Closing has not occurred due Seller be made subject to a breach by Seller in any material respect any provisional or final order of its obligations sequestration, liquidation or representations or warranties contained in this Agreementjudicial management, or if Seller fails to consummate this Agreement not have settled a judgement for any reason other than Buyer's default or the permitted termination debt within 5 (five) days of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereundersuch judgement, or (b) to enforce specific performance of Seller's obligation should the Order not be executed by the due date, or should it become apparent that the Seller is unable to execute the documents required Order on due date, or should the Seller commit any other breach of the provisions of the Order and fail to convey remedy such breach within 5 (five) days from receipt of a notice from the Property Buyer requiring it to Buyerdo so, the Buyer at its own discretion and without prejudice to any other rights which it being understood and agreed that may have in terms of the remedy Order or in law , shall be at liberty to cancel the Order wholly or to the extent of specific performance the default or until such claim has been settled by the Seller. The Buyer shall not be liable to make payments in respect of Deliverables already Delivered and may use such monies to set off costs arising from actions invoked under clause 22 and its subsections. 22.2. Should any Deliverables not conform to the provisions of the Order, or be defective in any way, and be rejected by the Buyer, the Buyer, without prejudice to any other rights, which it may have, shall be at liberty; 22.2.1. To demand that the rejected Deliverables be repaired or replaced and generally made good by the Seller at no additional cost to the Buyer. Should the Seller fail to comply with such demand within a reasonable period, and to the satisfaction of the Buyer, the Buyer may exercise the other remedies available to enforce any other obligation it in terms of Seller hereunderClauses 22.2.2 or 22.2.3, 22.2.2. Buyer shall be deemed To proceed to repair, replace, make good or complete or have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on repaired, replaced, made good or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to completed by a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return rejected Deliverables. Any costs occasioned thereby shall be for the account of the DepositSeller, 22.2.3. To cancel the Order in terms of Clause 22 -1 hereof. 22.3. Where the Buyer believes a continued association with the Seller is contrary to its security or business interest, anything the Buyer reserves the right to cancel this Order and withdraw from it at its sole discretion with complete and total impunity to any claim or action. In this instance the Seller will be considered in the Agreement contained default and subject to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented outconsequences of default as laid down in clause 22 and its sub-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFsections.

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer (unless excused and as herein expressly providedto Seller’s alleged defaults, only after notice and opportunity to cure, if any, has expired), then Buyer shall be entitledelect, as its sole remedy, either to: (i) terminate this Agreement by giving Seller written notice of such election on or prior to the Closing Date, in which case (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositshall be promptly delivered to Buyer, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) Seller shall reimburse to Buyer its actual out-of-pocket third party costs and expenses incurred in connection with its contemplated acquisition of the Property (including, but not limited to, reasonable attorney fees) in an amount not to exceed $100,000.00 and thereafter neither party shall have any further rights or obligations hereunder, except the Surviving Obligations; or (ii) enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyerthis Agreement; provided, it being understood and agreed however, that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of bring an action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or performance, if at all, no later than ninety (90) days after the originally scheduled Closing Datedate upon which Buyer first delivered written notice of Seller's breach. The remedies set forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, whichever shall occur firstand Buyer waives any and all other remedies as may be available at law or in equity in connection with such Seller's default. If Notwithstanding the foregoing, if: (1) specific performance is not available to Buyer due to Seller no longer holding title to the fact that Seller has conveyed Property as a result of conveying the Property to a an unaffiliated third partyparty purchaser for value; or (2) Seller's breach is its willful refusal to convey the Property to Buyer at Closing (with Buyer not being in breach and being ready, willing and able to perform), then upon termination Buyer may pursue an action at law for all actual losses and damages (specifically excluding consequential and punitive damages) suffered or incurred by Buyer arising out of this Agreement by Buyer, in addition or relating to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect default. In addition, nothing in this Section shall limit Buyer's right to the foregoing shall not exceed $300,000.00. The rights recover its reasonable attorneys' fees and remedies of this Article VI shall survive Closing or any termination of court costs pursuant to this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If In the Closing has not occurred due to event of a breach default by Seller in any material respect any of its obligations or representations or warranties contained in under this Agreement, or if Seller fails to consummate which continues for a period of five (5) Business Days after Seller's receipt of written notice thereof, Buyer may, at its option, as its sole and exclusive remedy, (i) terminate this Agreement for in which case neither Seller nor Buyer shall have any reason other than further rights or obligations hereunder (except that Buyer shall remain obligated pursuant to the provisions hereof which survive termination) and the Deposit shall be immediately returned to Buyer's ; and, if all of the conditions to Seller’s obligations to close have been satisfied or waived as permitted herein, and provided that Buyer is not in default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedhereunder, Buyer shall be entitled, as its sole remedy, either (a) entitled to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination reimbursement from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination for all of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket third party costs and expenses associated incurred in connection with conducting its due diligence related this Agreement and Due Diligence Review, subject to a cap of Thirty-Five Thousand Dollars ($35,000.00), or (ii) specifically enforce the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights terms and remedies of this Article VI shall survive Closing or any termination conditions of this Agreement; provided that such specific performance remedy shall be available to Buyer only upon (i) Buyer's full satisfaction of each of Buyer's obligations under this Agreement, including Buyer's obligation to deliver the Deposit to the Title Company and delivering sufficient proof to the Title Company and Seller that Buyer is ready, willing and able to close this transaction, and (ii) Buyer commences its action of specific performance against Seller within thirty (30) days after the Closing Date. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFThe option selected by Buyer from the preceding remedies shall be Buyer's sole and exclusive remedy, and in no event shall Buyer be entitled to damages, including punitive damages, consequential damages, incidental damages, and any and all other manner of damages, whether founded in law or in equity.

Buyer’s Remedies. If (a) the Closing has and the consummation of the transactions herein contemplated do not occurred due occur by reason of any default by Sellers under this Agreement, (b) prior to a breach by Seller Closing any one or more of Sellers’ representations or warranties are determined to be untrue in any material respect when made herein (a “Representation Default”) or (c) Sellers have defaulted under any of its their obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate under this Agreement for any reason other than Buyer's default or the permitted termination (or, with respect to Sellers’ obligations under Section 12.8 of this Agreement by Seller or only, Sellers have materially defaulted under such obligations), and have not cured such default within ten (10) days of receiving written notice of such default from Buyer as herein expressly provided(and if necessary the Closing Date shall be extended to give Sellers the full ten (10)-day period to cure any such default), then, Buyer shall be entitledelect, as its sole remedy, either to: (ai) waive said failure or breach and proceed to the Closing; (ii) terminate this Agreement by giving Sellers written notice of such election prior to the Closing Date and receive the return of recover from Escrow Agent, the entire Deposit Xxxxxxx Money then held by Escrow Agent, and, if and only if specific performance is not available under clause (including both iii) below, recover from Sellers an amount equal to Buyer’s documented due diligence and legal expenses related to this Agreement, but not to exceed $100,000.00 in the First Deposit and Second Depositaggregate; or (iii) enforce specific performance; provided, and whether or not the Inspection Period was extended)however, which return shall operate as conditions precedent to terminate this Agreement and release Seller from any and all liability hereunder, or (b) Buyer’s right to enforce specific performance against Sellers (including the filing of Seller's obligation a lis pendens or other claim or lien against the Property), all of the following must first have occurred: (A) a suit for specific performance must be filed by Buyer in a proper court in the county in which the Real Property is located by the 15th day following the scheduled Closing Date; and (B) Buyer must have either deposited with Escrow Agent the Purchase Price, or provided Sellers with clear documentary evidence that Buyer has immediately available liquid funds in an amount sufficient to execute fund the documents required Purchase Price; and (C) Buyer must have fully performed all of its material obligations under this Agreement necessary to convey permit the Closing to occur in accordance with the terms of this Agreement and waived all closing conditions for Buyer’s benefit. Buyer hereby waives any and all rights Buyer may have to obtain specific performance and to file a lis pendens or any other claim or lien against the Property unless and until the express conditions precedent set forth above in this clause (iii) have been satisfied. Notwithstanding anything contained in this Section 10.2 to Buyerthe contrary, it being understood and agreed that in the remedy event of specific performance shall not be available a Representation Default of which Buyer was aware prior to enforce any other obligation the end of Seller hereunder. the Inspection Period, Buyer shall be deemed to have elected to terminate the remedy set forth in clause (i) of this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing DateSection 10.2 unless, whichever shall occur first. If specific performance is not available due prior to the fact that Seller has conveyed end of the Property to Inspection Period, Buyer elects a third party, then upon termination remedy under either clause (ii) or clause (iii) of this Agreement by BuyerSection 10.2. IN NO EVENT SHALL (X) SELLERS OR BUYER HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, in addition to receiving the immediate return of the DepositSPECIAL OR PUNITIVE DAMAGES FOR ANY CLAIM, anything in the Agreement contained to the contrary notwithstandingCAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, Buyer shall also receive from SellerWHETHER BASED ON CONTRACT, upon demandCOMMON LAW, Buyer’s actualSTATUTE, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedEQUITY OR OTHERWISE, howeverAND/OR (Y) SELLERS’ DIRECT OR INDIRECT PARTNERS, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF (COLLECTIVELY, THE “SELLER PARTIES”) OR BUYERS’ DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If (a) In the event the Transaction is not consummated because any condition precedent to Buyer’s obligation to close set forth in Section 9.4(a) has not been satisfied or waived by Buyer in writing by the Closing has not occurred due Date, the Deposit shall be returned to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this AgreementBuyer, or if Seller fails to consummate this Agreement for shall terminate and neither party shall have any reason other than Buyer's default further rights or the permitted obligations hereunder except those rights and obligations which expressly survive termination of this Agreement Agreement. (b) Notwithstanding paragraph (a) above, in the event the Transaction is not consummated on or before the Closing Date on account of a material default by Seller or and does not cure the same to the reasonable satisfaction of Buyer as herein expressly providedwithin three (3) business days of notice thereof from Buyer, Buyer shall be entitled, as its sole remedyremedies, to either (a) to terminate this Agreement and to receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce seek specific performance of Seller's ’s obligation to execute the documents required to convey sell the Property to Buyer, it being understood and agreed provided that the remedy of any such action for specific performance shall not be available limit the obligations of Buyer and Seller hereunder and shall not limit the prevailing party’s right to enforce any other obligation recover its attorneys’ fees and costs as provided herein. The remedies in clauses (a) and (b) above are mutually exclusive; Buyer must elect, by written notice to Seller and Escrow Holder, which of Seller hereunderthese remedies it wishes to pursue no later than ninety days after the date scheduled for the Closing Date. If no such election is made, Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection pursuant to clause (a) above) . Seller shall have no liability to Buyer under any circumstances for any consequential or punitive damages. Buyer may record a lis pendens against the Property if Buyer fails to file a cause of has timely commenced an action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after in accordance with the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination terms of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.This Section 10.3(b) shall not limit Buyer’s right to seek additional remedies in the event that such material default is attributable to the fraud, willful or intentional misconduct of Seller

Buyer’s Remedies. If Upon the Closing has occurrence of an Event of Default by Seller, and provided Buyer is not occurred due to a then in breach by Seller in any material respect any or default of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitledhave the right, as exercisable in its sole remedydiscretion, either (a) to terminate this Agreement by written notice to Seller and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate Escrow Agent. If Buyer elects to terminate this Agreement and under this Article 6.2, Escrow Agent shall release Seller from any to Buyer the Deposit and all liability hereunderother amounts that Buyer shall have paid to Escrow Agent hereunder (save only Buyer's share of the Escrow Fees), or including but not limited to the Balance of the Purchase Price (bif it has been paid) and any other amounts paid by Buyer to enforce specific performance Escrow Agent in respect of Inspection costs and/or Movement Costs pursuant to Articles 2.1, 2.3, 3.6, and/or 4.2(a) hereof. In addition to Buyer’s recovery of such amounts paid to the Escrow Agent, as an additional remedy, and not as a penalty, Seller shall pay to Buyer the sum of two hundred fifty thousand United States dollars (US$250,000.00) as liquidated damages (“Buyer’s Liquidated Damages”), minus any amounts paid by Buyer to Escrow Agent in respect of Inspection costs and/or Movement Costs pursuant to Articles 2.1, 2.3, 3.6, and/or 4.2(a) hereof, to the extent that such amounts have been refunded to Buyer by Escrow Agent. Seller and Buyer acknowledge and agree that the amount of Buyer’s Liquidated Damages provided for in this Article 6.2 is a reasonable estimate of the damages that would be incurred by Buyer upon the occurrence of an Event of Default by Seller. For the avoidance of doubt, the recovery of Buyer’s Liquidated Damages, together with the Escrow Agent’s release of funds to Buyer in accordance with this Article 6.2, shall constitute Buyer’s exclusive remedy in the event of Seller's ’s Default, following which this Agreement shall terminate and neither Party shall have any further obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. 15.1 If the Closing has Buyer identifies a defect in the Product as a result of any breach of clause 12.1, the Buyer shall give the Seller written notice of any failure of the Product to comply with the warranty within five (5) days after the Buyer identifies any non-compliance, provided that notwithstanding when the Buyer identifies such non-compliance, the Buyer must notify the Seller in writing of any non-compliance no later than ninety (90) days after delivery of the Product. The notice must specify the basis of the Buyer’s claim in detail and identify the Product at issue. 15.2 After notification of the defect by the Buyer under clause 15.1, the Seller shall, at its sole discretion, replace the defective Product as soon as reasonably practicable or reimburse the Buyer the Price paid for the affected Product. 15.3 The Buyer shall allow the Seller access to the Product on the Buyer’s premises to inspect, or replace the Product, and shall return the affected Product to the Seller, freight and insurance prepaid, at the Seller’s request, for inspection, or replacement. The Buyer shall not occurred due ship the affected Product to the Seller without first obtaining the Seller’s approval and instructions. The Buyer shall keep all Product subject to a breach by claim segregated until the Seller has completed its inspection or has given the Buyer written notice with respect to the particular Product that Buyer does not need to continue to segregate the Product. 15.4 Where the Seller supplies any replacement Product in any material respect any accordance with clause 15.2, the provisions of its obligations or representations or warranties contained the Agreement shall apply to such replacement Product, and the Seller shall acquire all right, title and interest in this Agreement, or if Seller fails and to consummate this Agreement the original Product to the extent replaced. 15.5 The remedies set forth in clause 15.2 shall be the Buyer’s sole and exclusive remedy for any reason other than Buyer's default or defective Product supplied by the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate under this Agreement and receive the return Seller shall have no further liability to the Buyer in respect of the entire Deposit (including both failure of the First Deposit and Second Deposit, and whether or not Product to comply with clause 12.1. In no event shall the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller’s liability for any claim be greater than the amount the Buyer paid for the affected Product. 15.6 The Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available liable for the Product's failure to enforce comply with the warranty set out in clause 12.1 in any other obligation of the following events: 15.6.1 the Buyer makes any further use of such Product after giving notice in accordance with clause 12.5; 15.6.2 the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Product or (if there are none) good trade practice regarding the same; 15.6.3 the defect arises as a result of the Seller hereunder. following any drawing, design or specification supplied by the Buyer; 15.6.4 the Buyer alters or repairs such Product without the written consent of the Seller; 15.6.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; 15.6.6 the Buyer does not pay the Price as and when due; 15.6.7 the Buyer does not allow the Seller access to the Product for purposes of inspection, repair or replacement; or 15.6.8 the Product differs from its specification as a result of changes made to ensure it complies with applicable statutory or regulatory requirements. 15.7 The Buyer shall be deemed to have elected waived all warranty claims with respect to terminate this Agreement (as provided the Product that it does not report to the Seller in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before writing within the ninety (90) days after written notice day period. No claim shall be allowed for any Product that has been processed in any manner. 15.8 The terms implied by sections 13 to 15 of termination from Seller or ninety (90) days after the originally scheduled Closing DateSale of Goods Act 1979 are, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed fullest extent permitted by law, excluded from the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If In the Closing has event Close of Escrow does not occurred due to a occur by reason of any breach or default by Seller in any material respect any of its obligations or representations or warranties contained in under this Agreement, including any breach or if inaccuracy in any representation made by Seller fails pursuant to consummate paragraph 8 below as of the date of this Agreement for any reason other than (as opposed to a failure of such representation due to changed circumstances not caused by an act of Seller), Buyer's default or ’s remedies shall be limited to either (i) the permitted termination of this Agreement by Seller or Buyer as herein expressly providedAgreement, in which event Buyer shall be entitled, as its sole remedy, either (a) entitled to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or all accrued interest thereon, and Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket costs and expenses incurred by Buyer in entering into this Agreement and conducting its due diligence investigation of the Property and the processing of Buyer’s Entitlements, up to but not the Inspection Period was extended)in excess of $250,000.00, as evidenced by reasonable documentation with respect thereto, which return and recovery shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (bii) to enforce an action for specific performance; provided, however, that if an action for specific performance is not available solely because of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation act of Seller hereunderin breach of this Agreement, and at the time of such act Buyer is not then in breach or default under this Agreement, Buyer shall have the right, in lieu thereof, to bring an action for its monetary damages resulting from Seller’s default hereunder in an amount not to exceed Three Million Dollars ($3,000,000.00). Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit (if applicable) and reimbursement for Buyer’s reasonable out-of-pocket costs as provided in subsection (a) above) described herein if Buyer fails to file a cause of action suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days after written notice following the date upon which the Closing Date was to have occurred. Except for, and in consideration of, the foregoing right of termination from Seller Buyer to sxx for specific performance (or ninety (90) days after the originally scheduled Closing Dateto bring an action for monetary damages, whichever shall occur first. If where specific performance is not available due solely for the reason set forth in subparagraph (ii) above), or alternatively, to the fact that Seller has conveyed the Property to obtain a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return refund of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Deposit and reimbursement of Buyer’s actual, documented and reasonable out-of-pocket costs expenses incurred in performing its inspections, investigations and expenses associated with conducting its other due diligence related to review of the Property; provided, howeverBuyer hereby waives any other remedies available at law or in equity. Except as expressly provided above, Buyer expressly waives its rights to seek damages if the Closing does not occur in the event of Seller’s maximum reimbursement liability with respect default hereunder. Buyer acknowledges and agrees that the limitation of Buyer’s remedies to those set forth in this paragraph 6.2 was negotiated by Seller as an integral and material part of the foregoing shall transaction contemplated by this Agreement and that Seller would not exceed $300,000.00have entered into this Agreement but for Buyer’s agreement to limit its remedies as provided herein. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.Buyer’s Initials: /s/ ES/DH

Buyer’s Remedies. If In the Closing has not occurred due event that Diamond breaches any warranty or other provision of these Terms and Conditions, any Sales Confirmation or any other agreement respecting the purchase or sale of goods from Diamond (collectively, "Agreement"), Buyer’s exclusive remedy shall be the repair or replacement, at Diamond's option, of any defective goods. Under no circumstances shall Diamond be liable for any reimbursement of labor costs incurred by the Buyer whether as a result of warranty under Section 4 herein or resulting from rectification, installation, return of goods to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this AgreementDiamond, or if Seller fails to consummate this Agreement for otherwise. Under no circumstances shall the liability of Diamond, whether in contract, tort, warranty or otherwise exceed the purchase price of the goods. Buyer must notify Diamond in writing of any reason other than Buyer's default claim regarding defective or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either nonconforming goods (a) to terminate this Agreement and receive the return within ten (10) days after receipt of the entire Deposit (including both goods with respect to any claim not covered by the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderwarranty set forth in Section 4 herein, or (b) within ten (10) days after a defect is or should have been discovered with respect to enforce specific performance any claim covered by such warranty. If Xxxxx fails to notify Diamond timely of Seller's obligation a claim, the goods shall be deemed accepted by Buyer without objection and any such claim by Buyer shall be waived. Defective goods shall be returned to execute Diamond Roll Up Door, Inc., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxxxx, Xxxx 00000 to the documents required to convey the Property attention of Customer Service Department. [Replacement product shall be made available to Buyer, F.O.B., in Upper Sandusky, Ohio. Freight costs, if any, shall be at Buyer’s expense.] Xxxxx acknowledges and agrees that it being understood and agreed that the remedy will not assert a right of specific performance shall not be available offset or recoupment against Diamond or any affiliate thereof or its directors, officers or employees, or any affiliate thereof with respect to enforce any future, present or prior sales transactions involving any new or used goods or any other obligation of Seller hereunder. Buyer shall be deemed Diamond to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVE rights and remedies of this Article VI shall survive Closing Buyer and Buyer hereby waives all other rights and remedies provided by applicable law or equity, including without limitation, INDIRECT, incidental, consequential, liquidated, punitive or any termination of this Agreementother damages. DIAMOND SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO, LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES, COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES), OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, DIAMOND'S NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY. DIAMOND SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED OR DAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL DIAMOND'S AGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID TO DIAMOND BY BUYER FOR SUCH GOODS. ANY ACTION AGAINST XXXXXXX MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THE FOREGOING REMEDIES ARE IN ADDITION TO EXCLUSION OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFDAMAGES IS INDEPENDENT OF AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Exxxxxx Money and Seller shall pay to Buyer an amount equal to the lesser of (a) to terminate Buyer’s out-of-pocket expenditures incurred in connection with negotiating this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability and/or conducting due diligence activities contemplated hereunder, or (b) to $100,000.00, (ii) enforce specific performance of Seller's obligation performance, or (ill) waive said failure or breach and proceed to execute Closing. Notwithstanding anything herein to the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety twenty (9020) business days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in the county in which the Property is located within two (902) days after months following the originally scheduled Closing Date. If, whichever shall occur first. If however, specific performance is not available due to Buyer as the fact that Seller has conveyed result of the willful and wrongful sale or transfer of the Property by Seller to a third another party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive have the right to seek actual damages from SellerSeller in an amount not to exceed $250,000.00. For purposes of this provision, upon demand, specific performance shall be considered not available to Buyer only if a court of competent jurisdiction determines conclusively that Buyer is entitled to specific performance on the merits of its claim but said court is unable to enforce specific performance clue to reasons beyond the control of the court. Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided10.4 hereof. IN NO EVENT SHALL EITHER PARTY’S DIRECT OR INDIRECT PARTNERS, howeverSHAREHOLDERS, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If (i) Without limiting anything contained in subsection 9(c), if the Closing does not occur by reason of Seller’s default hereunder (which default is not outside of Seller’s reasonable control) that is not cured within ten (10) days after Seller first has not occurred due knowledge of such default, then Buyer shall be entitled to a breach by Seller in pursue any material respect any of its obligations or representations or warranties contained in remedies to which Buyer may be entitled under this Agreement, or if Seller fails at law and/or in equity, including without limitation the right to consummate specifically enforce this Agreement, to record a notice of pendency of action against any of the Properties and/or to pursue an action for damages. Except as specifically provided herein, any remedies of Buyer pursuant to this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositin addition to, and whether or not in lieu of, any remedies of Buyer pursuant to the Inspection Period was extended), which return shall operate other Transaction Documents. (ii) In addition to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation obligations of Seller hereunder. Buyer shall be deemed to have elected to terminate under this Agreement (including without limitation under any indemnity or similar provision set forth herein), Seller hereby fully and forever releases, discharges, acquits, indemnifies, protects, and agrees to defend (with counsel selected by Seller and approved by Buyer (or Buyer’s Lenders), such approval not to be unreasonably withheld, delayed or conditioned) and hold the Demised Premises, Buyer, Buyer’s Affiliates and Buyer’s Lenders wholly free and harmless of, from and against any and all losses (including without limitation, subject to the terms of this Section, diminution in the value of the Demised Premises, normal wear and tear excepted), claims, demands, actions, causes of action, settlements, obligations, duties, indebtedness, debts, controversies, losses, remedies, choses in action, liabilities, costs, penalties, fines, damages, injury, judgments, forfeiture, or expenses (including without limitation reasonable attorneys’ fees, consultant fees, testing and investigation fees, expert fees and court costs), whether known or unknown, whether liquidated or unliquidated: (A) arising out of or in any way related to or resulting directly or indirectly from: (1) the use, occupancy or activities of Seller, its agents, employees, contractors or invitees in or about the Demised Premises at or before Closing; (2) any failure on the part of Seller to comply with any applicable law, code or regulation, including without limitation all Environmental Laws at or before Closing; (3) any Default under this Agreement or any breach or default by Seller under any other Transaction Document (as provided defined below); (4) any other loss, injury or damage described in subsection Section 10.01 of the Master Lease Agreements caused by Seller, its agents, employees, contractors or invitees; (a5) abovein connection with mold at any Demised Premises at or before Closing; (6) if Buyer fails work or labor performed, materials or supplies furnished to file a cause or at the request of action Seller or in connection with obligations [****] Redacted in accordance with applicable practice with Autorite des marches financiers (Quebec Securities Commission) [****] Redacted in accordance with applicable practice with Autorite des marches financiers (Quebec Securities Commission) incurred by or performance of any work done for specific performance against the account of Seller in, on or before ninety about the Demised Premises; and (90B) days after written notice whether heretofore now existing or hereafter arising out of termination or in any way related to or resulting directly or indirectly from Seller the presence or ninety Release at, on, under, to or from the Demised Premises of Hazardous Materials. (90iii) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of Anything in this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, in the event of any breach by Seller of any representation or warranty set forth in subsection 6(a) of this Agreement, Buyer shall also receive from Sellernot be entitled to pursue any remedy therefor under this Agreement (including any remedy under any indemnity, upon demandrelease, discharge or hold harmless agreement set forth in this Agreement) if such breach (A) is discovered after the Closing, (B) is not a misrepresentation or concealment made by Seller with knowledge of its falsity or in reckless disregard of its truth or falsity, and with the intent to deceive Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related (C) a remedy therefor is available to Buyer under a Master Lease Agreement. (iv) Notwithstanding anything to the Propertycontrary contained herein, Buyer shall only be entitled to pursue a claim for damages against Seller in the event of a breach by Seller of any representation or warranty set forth in subsection 6(a) of this Agreement, only if such claim is permitted pursuant to Subsection (iii) of this Section 15(a), and only when the aggregate amount of all Claims incurred by Buyer as a result of any such breaches by Seller exceed [****] and in any such case Buyer shall be entitled to recover from Seller the full amount of all such Claims, subject to clause 15(a)(v), below. (v) The liability of Seller under this Agreement and the Master Lease Agreements for any breach of a representation or warranty set forth in subsection 6(a) of this Agreement and the liability of Seller under this Agreement for any indemnity, release, discharge or hold harmless provision set forth in this Agreement shall terminate after the earlier of (i) the date on which Seller has paid Buyer a total amount (including payments made under any of this Agreement, that certain Purchase and Sale Agreement and Escrow Instructions between Seller and DBNCF Circle LLC, a Delaware limited liability company, dated as of even date herewith, and the Master Lease Agreements) of [****] (the “Liability Cap”) as a result of Claims arising from any such breaches by Seller and/or Claims arising from such indemnity, release, discharge or hold harmless provisions; and (ii) the one-year anniversary of the Closing Date; provided, however, Seller’s maximum reimbursement liability with respect that Seller shall continue to be liable (subject to the foregoing other limits provided herein, including, without limitation the Liability Cap) for Claims incurred by Buyer during such one-year period for which Buyer has notified Seller in writing prior to the expiration of such one-year period. Notwithstanding the foregoing, the Liability Cap shall not exceed $300,000.00apply to any misrepresentation or concealment made by Seller with knowledge of its falsity or in reckless disregard of its truth or falsity and the intent to deceive Buyer. The rights and remedies of this Article VI In addition, nothing contained herein shall survive Closing be construed in any way to limit any indemnity, release, discharge or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFhold harmless provision set forth in the Master Leases or the Guaranty.

Buyer’s Remedies. If In the Closing has event that Close of Escrow is not occurred due consummated because of default under or breach of this Agreement on the part of either or both of the Selling Parties, Buyer shall have the option, as its sole and exclusive remedy at law or in equity, to either (i) terminate this Agreement by delivery of written notice of termination to the Selling Parties, the Selling Parties shall, jointly and severally, reimburse Buyer for Buyer’s reasonable out of pocket costs incurred in connection with the prospective purchase of the Plant, not to exceed a breach maximum aggregate reimbursement of Three Hundred Thousand Dollars ($300,000.00) within thirty (30) days following receipt of a request for reimbursement accompanied by Seller in any material reasonable supporting documentation with respect any thereto (which reimbursement obligation shall survive the termination of its obligations or representations or warranties contained in this Agreement), and Buyer and the Selling Parties shall each be released from all liability hereunder (except for those provisions which recite that they survive termination) and the Deposit (together with all accrued interest thereon) shall be returned to Buyer; or if Seller fails to consummate (ii) continue this Agreement for any reason other than Buyer's and seek the equitable remedy of specific performance. The foregoing options are mutually exclusive and are the exclusive rights and remedies available to Buyer at law or in equity in the event of the default under or the permitted termination breach of this Agreement by Seller one or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return more of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from Selling Parties. Buyer hereby waives any and all liability hereunder, rights it may now or (b) hereafter have to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce pursue any other obligation remedy or recover any other damages on account of Seller hereunderany such breach or default by one or more of the Selling Parties, including, without limitation, loss of bargain, special, punitive, compensatory or consequential damages. Buyer shall be deemed to have elected to terminate its remedy under clause (i) of this Agreement (as provided in subsection (a) above) paragraph if Buyer fails to file a cause of action suit for specific performance against Seller the Selling Parties in a court having jurisdiction on or before ninety sixty (9060) days after written notice of termination from Seller following the date upon which Closing was to have occurred or ninety if such court fails to grant specific performance and the Closing does not occur within sixty (9060) days after of filing such suit. Each of the originally scheduled Closing DateParties hereto acknowledges and agrees that the agreement contained in this Section 11.2 is an integral part of the transactions contemplated hereby, whichever shall occur first. If specific performance is that without this agreement the Parties hereto would not available due have entered into this Agreement, and that any amount payable to the fact that Seller has conveyed the Property Buyer pursuant to this Section 11.2 does not constitute a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFpenalty.

Buyer’s Remedies. If (i) Without limiting anything contained in subsection 9(c), if the Closing does not occur by reason of Seller’s default hereunder (which default is not outside of Seller’s reasonable control) that is not cured within ten (10) days after Seller first has not occurred due knowledge of such default, then Buyer shall be entitled to a breach by Seller in pursue any material respect any of its obligations or representations or warranties contained in remedies to which Buyer may be entitled under this Agreement, or if Seller fails at law and/or in equity, including without limitation the right to consummate specifically enforce this Agreement, to record a notice of pendency of action against any of the Properties and/or to pursue an action for damages. Except as specifically provided herein, any remedies of Buyer pursuant to this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositin addition to, and whether or not in lieu of, any remedies of Buyer pursuant to the Inspection Period was extended), which return shall operate other Transaction Documents. (ii) In addition to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation obligations of Seller hereunder. Buyer shall be deemed to have elected to terminate under this Agreement (including without limitation under any indemnity or similar provision set forth herein), Seller hereby fully and forever releases, discharges, acquits, indemnifies, protects, and agrees to defend (with counsel selected by Seller and approved by Buyer (or Buyer’s Lenders), such approval not to be unreasonably withheld, delayed or conditioned) and hold the Demised Premises, Buyer, Buyer’s Affiliates and Buyer’s Lenders wholly free and harmless of, from and against any and all losses (including without limitation, subject to the terms of this Section, diminution in the value of the Demised Premises, normal wear and tear excepted), claims, demands, actions, causes of action, settlements, obligations, duties, indebtedness, debts, controversies, losses, remedies, choses in action, liabilities, costs, penalties, fines, damages, injury, judgments, forfeiture, or expenses (including without limitation reasonable attorneys’ fees, consultant fees, testing and investigation fees, expert fees and court costs), whether known or unknown, whether liquidated or unliquidated: (A) arising out of or in any way related to or resulting directly or indirectly from: (1) the use, occupancy or activities of Seller, its agents, employees, contractors or invitees in or about the Demised Premises at or before Closing; (2) any failure on the part of Seller to comply with any applicable law, code or regulation, including without limitation all Environmental Laws at or before Closing; (3) any Default under this Agreement or any breach or default by Seller under any other Transaction Document (as provided defined below); (4) any other loss, injury or damage described in subsection Section 10.01 of the Master Lease Agreements caused by Seller, its agents, employees, contractors or invitees; (a5) abovein connection with mold at any Demised Premises at or before Closing; (6) if Buyer fails work or labor performed, materials or supplies furnished to file a cause or at the request of action Seller or in connection with obligations [****] Redacted in accordance with applicable practice with Autorite des marches financiers (Quebec Securities Commission) [****] Redacted in accordance with applicable practice with Autorite des marches financiers (Quebec Securities Commission) incurred by or performance of any work done for specific performance against the account of Seller in, on or before ninety about the Demised Premises; and (90B) days after written notice whether heretofore now existing or hereafter arising out of termination or in any way related to or resulting directly or indirectly from Seller the presence or ninety Release at, on, under, to or from the Demised Premises of Hazardous Materials. (90iii) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of Anything in this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, in the event of any breach by Seller of any representation or warranty set forth in subsection 6(a) of this Agreement, Buyer shall also receive from Sellernot be entitled to pursue any remedy therefor under this Agreement (including any remedy under any indemnity, upon demandrelease, discharge or hold harmless agreement set forth in this Agreement) if such breach (A) is discovered after the Closing, (B) is not a misrepresentation or concealment made by Seller with knowledge of its falsity or in reckless disregard of its truth or falsity, and with the intent to deceive Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related (C) a remedy therefor is available to Buyer under a Master Lease Agreement. (iv) Notwithstanding anything to the Propertycontrary contained herein, Buyer shall only be entitled to pursue a claim for damages against Seller in the event of a breach by Seller of any representation or warranty set forth in subsection 6(a) of this Agreement, only if such claim is permitted pursuant to Subsection (iii) of this Section 15(a), and only when the aggregate amount of all Claims incurred by Buyer as a result of any such breaches by Seller exceed [****] and in any such case Buyer shall be entitled to recover from Seller the full amount of all such Claims, subject to clause 15(a)(v), below. (v) The liability of Seller under this Agreement and the Master Lease Agreements for any breach of a representation or warranty set forth in subsection 6(a) of this Agreement and the liability of Seller under this Agreement for any indemnity, release, discharge or hold harmless provision set forth in this Agreement shall terminate after the earlier of (i) the date on which Seller has paid Buyer a total amount (including payments made under any of this Agreement, that certain Purchase and Sale Agreement and Escrow Instructions between Seller and DBNCH Circle LLC, a Delaware limited liability company, dated as of even date herewith, and the Master Lease Agreements) of [****] (the “Liability Cap”) as a result of Claims arising from any such breaches by Seller and/or Claims arising from such indemnity, release, discharge or hold harmless provisions; and (ii) the one-year anniversary of the Closing Date; provided, however, Seller’s maximum reimbursement liability with respect that Seller shall continue to be liable (subject to the foregoing other limits provided herein, including, without limitation the Liability Cap) for Claims incurred by Buyer during such one-year period for which Buyer has notified Seller in writing prior to the expiration of such one-year period. Notwithstanding the foregoing, the Liability Cap shall not exceed $300,000.00apply to any misrepresentation or concealment made by Seller with knowledge of its falsity or in reckless disregard of its truth or falsity and the intent to deceive Buyer. The rights and remedies of this Article VI In addition, nothing contained herein shall survive Closing be construed in any way to limit any indemnity, release, discharge or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFhold harmless provision set forth in the Master Leases or the Guaranty.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Any and all recourse against, and liability of, Seller in for any material breach, or any inaccuracy with respect to, any representation or warranty of its obligations or representations or warranties Seller contained in this Agreement, or if Seller fails to consummate this Agreement for any reason each of the other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provideddocuments and instruments delivered in connection therewith, Buyer shall be entitled, as its sole remedy, either (a) limited to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second DepositPurchase Shares hereunder, and whether the sole and exclusive remedy by Buyer against Seller for breach, or not inaccuracy of, any such representation or warranty shall be limited to recourse against the Inspection Period was extendedPurchase Shares. Further, Buyer shall have no right to seek indemnification, reimbursement, or defense under this Section 9.2 until its losses exceed $150,000 in the aggregate (the “Threshold”), which provided, that in such event, Buyer will be entitled to recover its losses, including the Threshold amount. The maximum amount of any liability of Seller to Buyer under this Section 9.2 shall not exceed $2,000,000 in value (the “Cap”). Any action by Buyer against Seller under this Section 9.2, subject to the Threshold and the Cap, shall be recoverable either by (a) Seller’s prompt return shall operate of the Purchase Shares (or a reduction in the number of Additional Shares to terminate be issued by Buyer to Seller) having a value equal to the amount recoverable by Buyer under this Agreement and release Seller from any and all liability hereunder, Section 9.2 with such Purchase Shares (or Additional Shares) being valued at the Average Price as of the Anniversary Date for such shares; or (b) in the event Buyer elects to enforce specific performance repurchase the Purchase Shares from Seller in accordance with the provisions of Seller's obligation Section 2.1, by deducting such amount from the purchase price to execute be paid by Buyer to Seller for the documents required to convey repurchase of the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller Purchase Shares hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, Notwithstanding anything in the Agreement contained to the contrary notwithstandingcontained in this Agreement, Buyer shall also receive from Seller, upon demand, the Threshold will apply only to Buyer’s actualdirect damages or claims, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing apply to Buyer’s consequential damages or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFpossible punitive damage claims against Seller.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of will, at its obligations option, repair or representations or warranties contained in this Agreementreplace articles sold hereby at Seller's plant, or will allow credit for the purchase price of articles sold hereby, if, and only if (i) upon inspection by Seller, the articles are proved defective, or not in conformity with specifications, if Seller fails to consummate this Agreement for any reason other than Buyer's default or any, agreed upon by Buyer and Seller, by testing in accordance with the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return methods of the entire Deposit American Society for Testing and Materials, (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (bii) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller such defects or ninety nonconformity is given by Buyer promptly after discovery thereof and in no event later than thirty (9030) days after from the originally scheduled Closing Datedate of shipment of the articles by Seller, whichever shall occur firstand (iii) such articles have been returned to Seller or, at Seller's option, Seller has been given reasonable opportunity to inspect the articles, in either event no later than thirty (30) days from the date of shipment to Buyer. If specific performance is not available No credit allowance will be made for repairs or other work performed at Xxxxx's plant or on Xxxxx's order. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY OTHER PARTY FOR ANY LOSS, DAMAGE OR EXPENSE, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES. INJURIES, DEATH, DAMAGE TO PROPERTY, LOSS OF USE OF PROPERTY, CLAIMS FOR LABOR EXPENDED, WELDING, MACHINE WORK OR DAMAGE DUE TO THE REJECTION OF FINISHED PARTS, DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF ARTICLES SOLD HEREBY OR FROM ANY OTHER CAUSE, SELLER'S LIABILITY BEING EXPRESSLY LIMITED TO THE REPLACEMENT, REPAIR OR CREDIT OF DEFECTIVE ARTICLES. Under no circumstances will Seller be liable for any articles sold hereby which become defective or inoperative due to the fact that Seller has conveyed the Property to a third partyaccident, then upon termination of this Agreement by Buyermisapplication, in addition to receiving the immediate return of the Depositabuse, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing misuse or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFalteration.

Buyer’s Remedies. If 22.1. Should the Closing has not occurred due Seller be made subject to a breach by Seller in any material respect any provisional or final order of its obligations sequestration, liquidation or representations or warranties contained in this Agreementjudicial management, or if Seller fails to consummate this Agreement not have settled a judgement for any reason other than Buyer's default or the permitted termination debt within 5 (five) days of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereundersuch judgement, or (b) to enforce specific performance of Seller's obligation should the Order not be executed by the due date, or should it become apparent that the Seller is unable to execute the documents required Order on due date, or should the Seller commit any other breach of the provisions of the Order and fail to convey remedy such breach within 5 (five) days from receipt of a notice from the Property Buyer requiring it to Buyerdo so, the Buyer at its own discretion and without prejudice to any other rights which it being understood and agreed that may have in terms of the remedy Order or in law, shall be at liberty to cancel the Order wholly or to the extent of specific performance the default or until such claim has been settled by the Seller. The Buyer shall not be liable to make payments in respect of Deliverables already Delivered and may use such monies to set off costs arising from actions invoked under clause 22 and its subsections. 22.2. Should any Deliverables not conform to the provisions of the Order, or be defective in any way, and be rejected by the Buyer, the Buyer, without prejudice to any other rights, which it may have, shall be at liberty; 22.2.1. To demand that the rejected Deliverables be repaired or replaced and generally made good by the Seller at no additional cost to the Buyer. Should the Seller fail to comply with such demand within a reasonable period, and to the satisfaction of the Buyer, the Buyer may exercise the other remedies available to enforce any other obligation it in terms of Seller hereunderClauses 22.2.2 or 22.2.3, 22.2.2. Buyer shall be deemed To proceed to repair, replace, make good or complete or have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on repaired, replaced, made good or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to completed by a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return rejected Deliverables. Any costs occasioned thereby shall be for the account of the DepositSeller, 22.2.3. To cancel the Order in terms of Clause 22 -1 hereof. 22.3. Where the Buyer believes a continued association with the Seller is contrary to its security or business interest, anything the Buyer reserves the right to cancel this Order and withdraw from it at its sole discretion with complete and total impunity to any claim or action. In this instance the Seller will be considered in the Agreement contained default and subject to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented outconsequences of default as laid down in clause 22 and its sub-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFsections.

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Notwithstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000, which Termination Fee shall be in addition to receiving the immediate return of the DepositDownpayment plus all accrued interest thereon plus Buyer's out of pocket costs and expenses relating to the purchase of the Property (including, anything without, limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the Agreement contained event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the contrary notwithstandinglimited partners of Seller the sale of the Property to Buyer, Buyer the Termination Fee shall also receive from Seller, upon demand, consist solely of all of Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Property (including, howeverwithout, limitation, reasonable attorneys' fees and expenses). Buyer's sole recourse for Seller’s maximum reimbursement liability 's failure to consummate the Closing in accordance with respect to the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If the Closing has Title Defects so notified to any ---------------- Seller are not occurred due cured or removed to the reasonable satisfaction of Buyer within 90 days of Buyer's delivery of notice to such Seller of such Title Defects or 90 days after the Closing, whichever is later, Buyer shall elect as follows: (1) Buyer may elect to grant a breach further period or periods of time, not to exceed 90 days after the end of such 90-day period, within which the relevant Seller shall attempt to cure or remove such Title Defects. If such Title Defects are cured within such 90-day period, Buyer shall pay the amount of the withheld Purchase Price to HHOC for the account of the relevant Seller within three days of receipt of evidence of such cure. If such Title Defects are not cured by Seller the end of such 90-day period, the Purchase Price for the affected Assets shall be adjusted as provided in any material respect any of its obligations Section 7.1(b)(3) below. (2) In the event the Net Revenue Interest to be conveyed to Buyer in the affected Lease or representations well is less than the Net Revenue Interest for such Lease or warranties well shown on Exhibit A, --------- or in the event the Working Interest in the affected Lease or well to be conveyed to Buyer is greater than the Working Interest for such Lease or well shown on Exhibit A, the --------- Purchase Price shall be reduced by an amount equal to the decrease caused by such variance in the Allocated Value for the affected Lease or well contained in this AgreementExhibit D hereto. --------- Such decrease or increase shall be calculated by multiplying such Allocated Value by whichever of the following is applicable: (A) a fraction, the numerator of which is the actual Net Revenue Interest in the affected Lease or well to be conveyed to Buyer and the denominator of which is Buyer's share of the Net Revenue Interest shown for such Lease or well on Exhibit A, or if Seller fails (B) a fraction, the numerator of which --------- is Buyer's share of the Working Interest for such Lease or well as shown on Exhibit A, and the denominator of which is --------- the actual Working Interest in such Lease or well to consummate this Agreement for any reason be conveyed to Buyer. (3) For Title Defects other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedvariances described in subsection (2) above, Buyer shall be entitled, as its sole remedy, either (a) entitled to terminate this Agreement and receive reduce the return Purchase Price to the extent the Title Defect causes a decrease in the value of the entire Deposit (including both affected Lease or well. For purposes of this paragraph, the First Deposit amount of decrease in value of the affected Lease or well shall be determined by taking into account the Allocated Value assigned to the Lease or well on Exhibit D, the method of arriving at such value, the --------- legal and Second Depositpractical effect of the Title Defect, and whether the potential economic effect of the Title Defect over the life of the property involved. In the event the value of such decrease cannot mutually be agreed, any affected Party may submit the question of value or not existence of the Inspection Period was extended)defect to arbitration in accordance with Section 7.2(c) below, in which return event the amount of the value allocated to the defect by Buyer in its defect notices shall operate to terminate this Agreement and release Seller from be retained by Buyer pending final resolution of the arbitration proceeding. Completion of any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance Closing shall not be available to enforce operate as a waiver by Buyer of any other obligation of Seller hereunder. Title Defects for which the Purchase Price has not been adjusted or which Buyer has otherwise not specifically waived and Buyer shall be deemed entitled to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after enforce the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due warranties and representations and indemnifications hereunder to the fact that Seller has conveyed the Property extent applicable to a third partysuch Title Defect. Following each Closing, then upon termination of this Agreement by Buyer, Sellers shall cooperate with Buyer in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability performing title curative work with respect to any of the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFAssets.

Buyer’s Remedies. If Sellers fail or refuse to close the Closing has not occurred due to a breach transactions contemplated by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's reason, except (x) default or by Buyers of any of their material obligations, (y) the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) pursuant to terminate any applicable provision of this Agreement and receive the return other than as a result of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate a material breach of this Agreement and release Seller from any and all liability hereunderby Sellers, or (bz) the failure of any condition precedent to Sellers' obligation to close set forth in Section 9.1 or 9.3 under this Agreement, then, following written notice by Buyers and a cure period of twenty (20) business days, which cure is not made, Buyers may, as their sole and exclusive remedies, hereby waiving all other remedies: (i) enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any this Agreement or other obligation of Seller hereunder. Buyer shall be deemed to have elected to equitable remedies against Sellers; or (ii) terminate this Agreement by delivery of written notice to Sellers, in which event the Deposit immediately shall be returned promptly to Buyers, and the parties thereafter shall have no further rights, liabilities, or obligations to one another, except as otherwise provided herein; and (as provided iii) in subsection either event, in the event that Sellers or any of them default with respect to their respective obligations to close under this Agreement, and (ax) above) sell all or substantially all of the Acquired Assets or all or substantially all of such Seller's interests in the Acquired Assets, or if Buyer fails they cause to file a cause be sold all or substantially all of action for specific performance against Seller the Properties, on or before ninety (90) days after written notice of termination from Seller December 31, 2001, to a Person other than Buyers or ninety (90) days after the originally scheduled Closing Datetheir Affiliates, whichever Buyers shall occur first. If specific performance is not available due be entitled to damages equal to the fact amount that the purchase price paid to each such Seller has conveyed for such Seller's interest in the Property Acquired Assets (or portion thereof, as applicable) by such third party exceeds the Purchase Price set forth herein for such Acquired Assets (or portion thereof, as applicable), or (y) sell, or cause to be sold, one or more of the Acquired Assets or Properties but not substantially all of the Acquired Assets or Properties on or before December 31, 2001, to a third partyPerson other than Buyers or their Affiliates, then upon termination of this Agreement by Buyer, Buyers shall be entitled (in addition to receiving the immediate return remedies set forth in Section 10.3(a)(i) and (ii), above) to damages equal to the amount, if any, of each Sellers' allocable share of the Deposittotal purchase price for such assets; provided that, anything in either case, the damages shall be payable by each Seller to Buyers when, in the Agreement contained same manner (whether cash, securities or notes), and to the contrary notwithstandingextent the purchase price is paid by the third party purchaser to each Sellers or Seller's assignee, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing designee or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFnominee.

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason (other than Buyer's default or a failure on the permitted termination part of Buyer to satisfy any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto otherwise perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (ai) to terminate this Agreement and receive by giving Seller timely written notice of such election prior to or upon the Closing Date, provided that upon such termination, Buyer shall no longer be entitled to purchase the Property, Buyer shall be entitled to return of the entire portion of the Deposit then held by Escrow Holder, the parties shall each pay one-half (including both 1/2) of any cancellation fee charged by the First Deposit and Second DepositEscrow Holder and/or Title Company, and whether or not the Inspection Period was extended)parties shall be relieved of any further obligation to each other, which return shall operate to terminate this Agreement except for Buyer’s and release Seller from any Seller’s obligations, if any, under Sections 3.2, 3.4.2, 3.4.3, 3.5, 12.2, 12.9 and all liability hereunder, 12.16; or (bii) to enforce specific performance of Seller's obligation this Agreement (if and only to execute the documents extent permitted by applicable law), in which event there shall be no reduction of the Purchase Price. Notwithstanding the foregoing, if Seller fails to perform any of its obligations pursuant to this Agreement prior to the end of the Inspection Period and said obligations were required to convey be performed within said period of time (such that said failure to perform may constitute a material breach or default of this Agreement on the Property part of Seller), Buyer shall be deemed to have waived such breach or default by Seller if Buyer has elected to approve Buyer’s Inspections pursuant to Section 3.6. Furthermore, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence action to assert a cause of action claim for specific performance against Seller on or before sixty (60) days following the scheduled Closing Date, or having given such notice fails to commence such action asserting said claim within ninety (90) days after written following the scheduled Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by Buyer hereunder shall be of any force or effect if Seller cures the default within five (5) business days after Seller's receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Seller any damages (including, without limitation, any actual direct, indirect, consequential, punitive or ninety other damages). The foregoing remedies set forth in clauses (90i) days after the originally scheduled Closing Dateand (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, whichever shall occur first. If specific performance is not and Buyer waives any and all other remedies as may be available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, at law or in addition to receiving the immediate return of the Deposit, anything equity in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from connection with such Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided's default (subject, however, Seller’s maximum reimbursement liability with respect to Buyer's right to recover its reasonable attorneys' fees and court costs pursuant to Section 12.9). Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the Deed and other Closing documents upon the Xx xxxxx, and shall not survive the Closing, except to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If If, on the Closing has not occurred due to a breach by Date, (i) Seller is in any material respect default of any of its obligations or representations or warranties contained in this Agreementhereunder, or if Seller (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, as specified in Section 11.3(b), or (iii) the Closing otherwise fails to consummate this Agreement for any occur on the Closing Date by reason other than of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner or a failure of a condition to Buyer's ’s obligation to close, which failure arises as a consequence of a default or the permitted termination of this Agreement by Seller hereunder, and any such circumstance described in any of clauses (i), (ii) or (iii) continues uncured for five (5) business days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as herein expressly providedapplicable, then Buyer shall be entitledmay elect, as its sole and exclusive remedy, either to: (a) to terminate this Agreement and receive by written notice to Seller, in which case (A) the return of the entire Base Building Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property be returned to Buyer, it being understood and agreed that (B) Seller shall pay to Buyer (x) the remedy of specific performance shall not be available entire amount deposited from time to enforce any other obligation of Seller hereunder. time by Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to Buyer Directed Change Order Escrow Account (the contrary notwithstanding“Buyer Change Order Funds”), Buyer shall also receive from Seller(y) the accrued and unpaid Penalty Amount, upon demand, Buyer’s actual, documented and (z) the actual out-of-pocket costs and expenses associated incurred by Buyer in connection with conducting its due diligence related to this Agreement and the Property; providedactions undertaken by Buyer in connection therewith, howeverincluding, Sellerwithout limitation, the actual out-of-pocket costs of Buyer’s maximum reimbursement liability with respect to Due Diligence, Buyer’s Representatives, Construction Consultant, and Change Orders, but in no event shall Buyer’s recovery under this clause (z) exceed Five Hundred Thousand Dollars ($500,000) (the foregoing “Cost Cap”), and, thereafter, the parties shall not exceed $300,000.00. The have no further rights and remedies of this Article VI shall or obligations hereunder except for obligations which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF; or (b) enforce specific performance of Seller’s obligation to satisfy the Completion Requirements and convey the Property (in which case (a) if Buyer is the prevailing party in such action Buyer shall be entitled to recover from Seller its reasonable attorneys’ fees and costs incurred in such action for specific performance and (b) if Seller is the prevailing party, Seller shall be entitled to recover from Buyer its reasonable attorneys’ fees and costs incurred in such action for specific performance).

Buyer’s Remedies. If In the Closing has not occurred due event that Diamond breaches any warranty or other provision of these Terms and Conditions, any Sales Confirmation or any other agreement respecting the purchase or sale of goods from Diamond (collectively, "Agreement"), Buyer’s exclusive remedy shall be the repair or replacement, at Diamond's option, of any defective goods. Under no circumstances shall Diamond be liable for any reimbursement of labor costs incurred by the Buyer whether as a result of warranty under Section 4 herein or resulting from rectification, installation, return of goods to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this AgreementDiamond, or if Seller fails to consummate this Agreement for otherwise. Under no circumstances shall the liability of Diamond, whether in contract, tort, warranty or otherwise exceed the purchase price of the goods. Buyer must notify Diamond in writing of any reason other than Buyer's default claim regarding defective or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either nonconforming goods (a) to terminate this Agreement and receive the return within ten (10) days after receipt of the entire Deposit (including both goods with respect to any claim not covered by the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderwarranty set forth in Section 4 herein, or (b) within ten (10) days after a defect is or should have been discovered with respect to enforce specific performance any claim covered by such warranty. If Buyer fails to notify Diamond timely of Seller's obligation a claim, the goods shall be deemed accepted by Buyer without objection and any such claim by Buyer shall be waived. Defective goods shall be returned to execute Diamond Roll Up Door, Inc., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxxxx, Xxxx 00000 to the documents required to convey the Property attention of Customer Service Department. [Replacement product shall be made available to Buyer, F.O.B., in Upper Sandusky, Ohio. Freight costs, if any, shall be at Buyer’s expense.] Buyer acknowledges and agrees that it being understood and agreed that the remedy will not assert a right of specific performance shall not be available offset or recoupment against Diamond or any affiliate thereof or its directors, officers or employees, or any affiliate thereof with respect to enforce any future, present or prior sales transactions involving any new or used goods or any other obligation of Seller hereunder. Buyer shall be deemed Diamond to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVE rights and remedies of this Article VI shall survive Closing Buyer and Buyer hereby waives all other rights and remedies provided by applicable law or equity, including without limitation, INDIRECT, incidental, consequential, liquidated, punitive or any termination of this Agreementother damages. DIAMOND SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO, LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES, COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES), OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, DIAMOND'S NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY. DIAMOND SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED OR DAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL DIAMOND'S AGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID TO DIAMOND BY BUYER FOR SUCH GOODS. ANY ACTION AGAINST DIAMOND MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THE FOREGOING REMEDIES ARE IN ADDITION TO EXCLUSION OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFDAMAGES IS INDEPENDENT OF AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer’s Remedies. Buyer agrees to inspect the Products prior to acceptance and upon receipt and to give written notice within 15 days to Lydall of any claim that the Products breach any warranty provided herein. Lydall will be afforded a prompt opportunity to inspect the Products. If Buyer shall fail to give such notice or provide such opportunity to inspect, the Closing has not occurred due Products shall be deemed accepted and to a breach by Seller in any material respect any conform to the terms of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, contract and Buyer shall be entitled, as its sole remedy, either (a) bound to terminate this Agreement accept and receive pay for the return Products in accordance with the terms of the Agreement. Use or processing of the Products shall be deemed an unconditional acceptance. Defects in part of the Products shipped do not entitle rejection of the entire Deposit (including both shipment. Complaints do not affect Buyer’s obligation to pay for the First Deposit Products. Buyer’s failure to provide timely notice shall constitute a waiver of its claims. Buyer expressly waives any rights Buyer may have to revoke or refuse acceptance after such 15 day period. For a breach of warranty claim, Lydall may, at its option, repair or replace the nonconforming Products, credit the account for the value of the nonconforming Products or repay the amount paid. The aforesaid obligations of Lydall Products are expressly agreed by the parties to be the limit of Lydall's liability and Second DepositBuyer's sole and exclusive remedy. Notwithstanding anything herein contained to the contrary, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from liability of Lydall for any and all liability hereunder, claims for direct damages arising out of or (b) to enforce specific performance in connection with the Products and the use thereof shall under no circumstances exceed the sum of Seller's obligation to execute Buyer’s payments for the documents required to convey Goods that are the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return subject of the Depositclaim. IN NO EVENT SHALL LYDALL BE LIABLE FOR LOSS OF USE OR FOR ANY INDIRECT, anything in the Agreement contained to the contrary notwithstandingSPECIAL, Buyer shall also receive from SellerINCIDENTAL, upon demandPUNITIVE, Buyer’s actualMULTIPLE, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedEXEMPLARY OR CONSEQUENTIAL DAMAGES, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION INCLUDING BUT NOT LIMITED TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.CONSEQUENTIAL DAMAGES FOR

Buyer’s Remedies. If The remedy of issuing appropriate credit or replacement provided by the Closing has above warranty is the sole and exclusive remedy afforded for breach of the above written or for breach of any express or implied warranties arising under state law. Seller shall not occurred due be liable for any labor costs or other expenses in replacing a nonconforming or defective product; nor for any incidental or consequential damages resulting from or contributed to a breach by Seller any defect in any material respect any of its obligations materials or representations workmanship, negligence in manufacture or warranties contained in this Agreementdesign, or if failure to warn. Seller fails makes NO WARRANTY with respect to consummate this Agreement any product which has been altered or subjected to misuse, abuse or use for which it was not designed. Seller shall in no way be liable for any reason other than Buyer's default losses, costs, forfeitures, or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit damages (including both the First Deposit loss of profits, liabilities of Buyer to its customers, employees, or third persons, and Second Deposit, all incidental or consequential damages) whether direct or indirect and whether or not resulting from or contributed to by the Inspection Period was extended)default, negligence, whether in manufacturing or design, or failure to warn on the part of Seller, its agents, employees and subcontractors, which return shall operate to terminate this Agreement and release Seller from any and all liability hereundermight be claimed as the result of, or use (bwith or without an active malfunction) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return malfunction of the Depositproducts covered by this warranty. THE EXTENT OF LIABILITY OF SELLER (EXCEPT AS TO TITLE) ARISING OUT OF THE SUPPLYING OF SAID PRODUCTS, anything in the Agreement contained to the contrary notwithstandingOR THEIR USE, Buyer shall also receive from SellerWHETHER ARISING FROM WARRANTY, upon demandCONTRACT, Buyer’s actualNEGLIGENCE OR OTHERWISE, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the PropertySHALL NOT IN ANY CASE EXCEED THE COST OF ISSUING APPROPRIATE CREDIT OR CORRECTING NONCONFORMITIES OR DEFECTS IN THE PRODUCT AS HEREIN PROVIDED; providedAND UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD SPECIFIED HEREIN, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this AgreementALL SUCH LIABILITIES SHALL TERMINATE. THE FOREGOING REMEDIES ARE IN ADDITION SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTIAL DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, OR OTHERWISE AND ARE NOT INTENDED TO LIMIT SELLER'S WHETHER ARISING OUT OF ANY EXPRESS OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFIMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE. Any litigation to assert a claim under the above warranty must be commenced within twelve (12) months from the date of shipment by Seller of such products claimed to be nonconforming or defective.

Buyer’s Remedies. 12.2.1 If the Closing has not occurred due Seller fails to a breach by Seller in any material respect any of perform its obligations or representations or warranties contained in pursuant to this Agreement, or if Seller fails prior to consummate this Agreement for Closing any reason other than Buyer's one or more of Seller’s representations or warranties are breached in any material respect, and provided that Buyer is not in default or the permitted termination of this Agreement by Seller or hereunder and Buyer as herein expressly providedis otherwise ready and able to perform hereunder, then, Buyer shall be entitledelect, as its sole and exclusive remedy, either to (ai) to terminate this Agreement and receive by giving Seller timely written notice of such election prior to or at Closing, in which event Escrow Agent shall promptly return the return of the entire Deposit to Buyer, (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (bii) to enforce specific performance of Seller's ’s obligation to execute the documents required to convey sell the Property to BuyerBuyer without any deduction in the Purchase Price, it being understood or (iii) waive said failure or breach and agreed that proceed to Closing. Notwithstanding anything herein to the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. contrary, Buyer shall be conclusively deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety thirty (9030) days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in the county in which the Property is located within sixty (9060) days after following the originally scheduled Closing Date. Additionally, whichever shall occur first. If Buyer’s specific performance is not available due rights under this Agreement, if any, shall be limited to the fact that an order for Seller has conveyed to convey the Property to Buyer, and Buyer shall not be entitled to seek specific performance of any other obligation of Seller under this Agreement. 12.2.2 Buyer shall have the right to bring an action against Seller on the breach of a third partyrepresentation, then upon termination warranty or covenant hereunder, but only on the following conditions: (i) Buyer first learns of the breach after the Closing and files such action within the Survival Period; and (ii) the estimated damage to Buyer on account of such breach (individually or when combined with damages from other breaches) equals or exceeds Forty-Two Thousand Five Hundred Dollars ($42,500). Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no liability for breaches of any representations, warranties or certifications (individually, a “Representation” and collectively, the “Representations”) which are made by Buyer, Seller herein or in addition to receiving the immediate return any of the Depositdocuments or instruments delivered by Seller hereunder or for any other obligation under this Agreement if (a) Buyer had knowledge of such breach by Seller (including, anything without limitation, knowledge gained by Buyer in the Agreement contained course of its due diligence as to a fact or circumstance which, by its nature, indicates that a Representation was or has become untrue or inaccurate) at Closing, and (b) Buyer elects to proceed to close the transactions contemplated by this Agreement; and Buyer shall not otherwise have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of such Representation. 12.2.3 Notwithstanding any provision to the contrary notwithstandingcontained in this Agreement or any documents executed by Seller pursuant to or in connection with the transactions contemplated by this Agreement, Buyer shall also receive from Sellerhereby agrees that the maximum aggregate liability of Seller under this Agreement or any documents executed by Seller pursuant to or in connection with the transactions contemplated by this Agreement (including, upon demandwithout limitation, Buyer’s actualthe breach of any or all representations, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing warranties or certifications or covenants of Seller contained in such documents) shall not exceed $300,000.00three percent (3%) of the Purchase Price. The rights Any action, suit or proceeding brought by Buyer against Seller arising from or related to this Agreement must be commenced and remedies served, if at all, on or before the expiration of this Article VI shall survive Closing or any termination of this Agreement. the Survival Period. 12.2.4 IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, MEMBERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, PROPERTY MANAGER, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained the conditions specified in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedsection 3.1 are not satisfied, Buyer shall be entitledhave the right, as at its sole remedyexclusive election, either (a) to waive the condition in question and proceed with the purchase of the Assets or to terminate this Agreement; provided that the Closing Date may be extended to any date not later than December 31, 2004, at Buyer’s exclusive election, for a reasonable period to allow all of such conditions to be satisfied, subject to Buyer’s further right to terminate this Agreement and receive on the return expiration of the entire Deposit (including both period of the First Deposit and Second Deposit, and whether or extension if all of such conditions shall not the Inspection Period was extended), which return shall operate then have been satisfied. If Buyer so elects to terminate this Agreement and release Seller from Agreement, neither Buyer nor Sellers shall have any and all liability hereunderfurther rights or obligations under this Agreement, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed except that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided covenants and agreements in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs sections 4.5.4 and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI 4.12 shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFNotwithstanding any of the foregoing provisions of this section 3.3.1 to the contrary, in the event of any material breach by any Seller of any covenant or agreement herein or hereunder, Buyer may elect nevertheless either (a) to proceed with the purchase of the Assets, it being understood that the consummation of the Closing shall be deemed a waiver of any breach of any representation, warranty or covenant required to be performed prior to Closing and of Buyer’s rights and remedies with respect thereto, if Sellers shall have notified Buyer of the breach or lack of performance thereof at least five days prior to the Closing, or, if later, within twenty-four hours from the occurrence of such breach or lack of performance, or (b) subject to section 4.3, to terminate this Agreement by notice to Sellers on or prior to the Closing Date, and on such termination, Buyer shall be relieved of all obligations and liabilities hereunder and Buyer may proceed against Sellers to recover any damages occasioned by such breach.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform any obligation pursuant to this Agreement for any reason other than Buyer's default or the permitted termination (except due to a failure of any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (ai) to terminate this Agreement by giving Seller and receive the return Title Company timely written notice of such election prior to or upon the Closing Date, in which case Buyer shall be entitled to a reimbursement of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, ; or (bii) to enforce specific performance of this Agreement, in which event there shall be no reduction of the Purchase Price and Buyer shall not be entitled to recover any damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Seller's obligation , but Buyer shall be entitled to execute recover from Seller Buyer’s reasonable attorney’s fees if it is successful in any such action. Notwithstanding the documents required foregoing, if after any willful default by Seller Buyer is unable to convey obtain specific performance of Seller’s obligations hereunder because Seller has conveyed title to the Property to Buyera third party, then, and only then, Buyer shall also be entitled to recover from Seller all out-of-pocket costs incurred by Buyer in connection with the Property, not to exceed Two Hundred Thousand Dollars ($200,000.00). For purposes of this Section 6.2, a willful default by Seller shall mean that, except as otherwise expressly permitted by this Agreement, Seller intentionally takes an action contrary to its obligations under this Agreement, or intentionally fails to take an action it being understood is obligated to take under this Agreement, and agreed that as a direct result thereof conditions to the remedy of specific performance shall Closing are not be available to enforce any other obligation of Seller hereundermet and the transaction does not close. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence an action to assert a cause of action claim for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or within ninety (90) days after the originally scheduled Closing Date, whichever or having given such notice fails to commence such action asserting said claim within ninety (90) days after the date of such notice. Notwithstanding the foregoing to the contrary, no notice of termination given by Buyer hereunder shall occur firstbe of any force or effect if Seller cures the default within ten (10) days after Seller’s receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance is not available due or other equitable relief or to the fact that seek or recover from Seller has conveyed the Property to a third partyany damages (including, then upon termination of this Agreement by Buyerwithout limitation, any actual direct, indirect, consequential, punitive or other damages). The foregoing remedies set forth in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, subclauses (i) and (ii) hereinabove are Buyer’s actual, documented out-of-pocket costs sole and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability exclusive remedies with respect to Seller’s default, and Buyer waives any and all other remedies as may be available at law or in equity in connection with such Seller’s default. Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the foregoing Deed and other Closing Documents upon the Closing, and shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of the Closing, except to the extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due (a) The Buyer irrevocably and unconditionally waives any right it may have to a breach by Seller in any material respect sue xxe Sellers or any of its obligations them in misrepresentation or representations to rescind this agreement, in either case for any non-fraudulent misrepresentation made by or warranties on behalf of a Seller, whether or not contained in this Agreement, agreement or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement agreement for any other reason. The Buyer's sole remedy in respect of any such misrepresentation is an action for breach of contract if and receive to the return extent that the misrepresentation in question constitutes a breach of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or Warranties. (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed The Buyer acknowledges that the remedy Buyer's solicitors have explained to it the effect of specific performance shall clause 7.4(a) above and the Buyer accepts that clause 7.4(a) above is reasonable in all the circumstances. (c) The Sellers will indemnify the Buyer against all damages, costs, expenses or other liabilities which the Buyer may be awarded or may incur either before or after the commencement of any action in connection with: (i) the settlement of any claim that any of the Warranties set out in Section 3.2(a), (b) and (c) are untrue or misleading or have been breached or that any sum is payable under clause 7.3. (ii) the enforcement of any such settlement or judgment. (d) Without limiting the rights of the Buyer Parties or their ability to claim damages on any basis, if there is a breach of any of the Warranties or any of the Warranties is untrue or misleading, and:- (i) the Company incurs or becomes subject to a liability or an increase in any liability which it would not be available have incurred or been subject to enforce had the breach not occurred; or (ii) the value of any other obligation asset of Seller hereunder. the Company is less or becomes less than the value would have been had the breach not occurred, then the Sellers undertake to the Buyer shall be deemed (for itself and as trustee of the benefit of this paragraph (d) for the Company) to have elected pay to terminate this Agreement the Buyer (as provided the Buyer elects) in subsection cash on demand a sum equal to:- (aiii) above) if Buyer fails to file a cause of action for specific performance against Seller on the liability or before ninety (90) days after written notice of termination from Seller or ninety (90) days after increased liability or, the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to reduction in the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return value of the Deposit, anything asset (as appropriate); or (iv) the reduction in the Agreement contained to value of the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to Shares caused by the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFbreach.

Buyer’s Remedies. If the Closing has not occurred due SELLER fails to a breach by Seller in any material respect any of perform its obligations or representations or warranties contained in this Agreement, or if Seller fails pursuant to consummate this Agreement for any reason other than Buyer's default except failure by BUYER to perform hereunder, or the permitted termination if prior to Closing any one or more of this Agreement by Seller SELLER’s representations or Buyer as herein expressly providedwarranties are breached in any material respect, Buyer BUYER shall be entitledelect, as its sole remedyremedy (except as provided in this Section and Section 9), either to (ai) to terminate this Agreement by giving SELLER timely written notice of such election prior to or at Closing and receive recover the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder(ii) solely enforce specific performance, or (biii) waive said failure or breach and proceed to enforce specific performance of Seller's obligation Closing. Notwithstanding anything herein to execute the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer BUYER shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer BUYER fails to deliver to SELLER written notice of its intent to file a claim or assert a cause of action for specific performance against Seller SELLER on or before ninety ten (9010) business days after written notice of termination from Seller or ninety (90) days after following the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the fact that Seller has conveyed county in which the Property is located within two (2) months following the scheduled Closing Date. BUYER’s remedies shall be limited to a third partythose described in this Section hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, then upon termination of this Agreement by BuyerSHAREHOLDERS, in addition to receiving the immediate return of the DepositMEMBERS, anything in the Agreement contained to the contrary notwithstandingMANAGERS, Buyer shall also receive from SellerOWNERS OR AFFILIATES, upon demandANY OFFICER, Buyer’s actualDIRECTOR, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedMEMBER, howeverMANAGER OR EMPLOYEE OR AGENT OF THE FOREGOING, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFOTHERWISE.

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default or the permitted termination (except due to a failure of any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (i) terminate this Agreement by giving Seller and the Escrow Holder timely written notice of such election prior to or upon the Closing Date, in which case Buyer shall be entitled to a reimbursement of (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) its actual, documented out-of-pocket third parties costs incurred in connection with its proposed acquisition of the Property, up to a maximum of Twenty Five Thousand Dollars ($25,000); or (ii) provided that Buyer has previously tendered full performance of all of its obligations under this Agreement, enforce specific performance of Seller's obligation to execute this Agreement, in which event there shall be no reduction of the documents required to convey the Property to Buyer, it being understood Purchase Price and agreed that the remedy of specific performance Buyer shall not be available entitled to enforce recover any other obligation of Seller hereunderdamages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Seller. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence an action to assert a cause of action claim for specific performance against Seller on or before within ninety (90) days after written the scheduled Closing Date, or having given such notice of termination from Seller or fails to commence such action asserting said claim within ninety (90) days after the originally scheduled Closing Datedate of such notice. Notwithstanding the foregoing to the contrary, whichever no notice of termination given by Buyer hereunder shall occur firstbe of any force or effect if Seller cures the default within ten (10) business days after Seller's receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance is not or other equitable relief or to seek or recover from Seller any damages (including, without limitation, any actual direct, indirect, consequential, punitive or other damages). The foregoing remedies set forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, and Buyer waives any and all other remedies as may be available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, at law or in addition to receiving the immediate return of the Deposit, anything equity in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from connection with such Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided's default (subject, however, Seller’s maximum reimbursement liability with respect to Buyer's right to recover attorneys' fees and court costs pursuant to Section 6.3 below). Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the Deed and other Closing documents upon the Closing, and shall not survive the Closing, except to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due to Seller breaches a breach by Seller in any material respect any of its obligations or representations or warranties contained in obligation under this Agreement, and Buyer is notified of or if becomes aware of such breach prior to the Closing (a “Seller fails to consummate this Agreement for any reason other than Default”), then Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer ’s sole and exclusive remedy shall be entitled, as its sole remedy, either to: (ai) to terminate this Agreement and receive Agreement, in which event the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer interest accrued thereon shall be deemed returned to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against and Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property reimburse Buyer to a third party, then upon termination maximum of this Agreement by Buyer, in addition to receiving Two Hundred Thousand and No/100 Dollars ($200,000.00) for the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented actual out-of-pocket costs incurred by Buyer in connection with the transaction contemplated by this Agreement, including, without limitation, actual attorney’s fees and expenses associated and costs incurred in connection with conducting its due diligence Buyer’s evaluation and inspection of the Property and fees or deposits forfeited to any lender providing financing to Buyer in connection with the transaction; or (ii) commence and pursue an action for specific performance (and an action for Delay Damages (as defined below)). If Buyer elects to seek specific performance of Seller’s obligation to close Escrow hereunder, Buyer must stand ready and able to tender the Purchase Price and all other sums and documents to be delivered into Escrow by Buyer hereunder but for the Seller Default. In the event that intentional acts of Seller, after a Seller Default, renders specific performance unavailable to the Buyer, the foregoing cap on the amount of Buyer’s recoverable costs shall not apply, and Buyer shall have the right to pursue damages related to the Property; provided, however, delay in the conveyance of the Property due to Seller’s maximum intentional acts (“Delay Damages”). Notwithstanding the foregoing, nothing in this provision shall limit Buyer’s rights to receive reimbursement liability with respect for attorneys’ fees pursuant to the foregoing shall not exceed $300,000.00. The rights Section 14, nor waive or affect Seller’s and remedies Buyer’s indemnity obligations under other sections of this Article VI shall Agreement, which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Not withstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000, which Termination Fee shall be in addition to receiving the immediate return of the DepositDownpayment plus all accrued interest thereon plus Buyer's out of pocket costs and expenses relating to the purchase of the Property (including, anything without, limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the Agreement contained event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the contrary notwithstandinglimited partners of Seller the sale of the Property to Buyer, Buyer the Termination Fee shall also receive from Seller, upon demand, consist solely of all of Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Property (including, howeverwithout, limitation, reasonable attorneys' fees and expenses). Buyer's sole recourse for Seller’s maximum reimbursement liability 's failure to consummate the Closing in accordance with respect to the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Exxxxxx Money and Seller shall pay to Buyer an amount equal to the lesser of (a) to terminate Buyer’s out-of-pocket expenditures incurred in connection with negotiating this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability and/or conducting due diligence activities contemplated hereunder, or (b) to $100,000.00, (ii) enforce specific performance of Seller's obligation performance, or (iii) waive said failure or breach and proceed to execute Closing. Notwithstanding anything herein to the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety twenty (9020) business days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in the county in which the Property is located within two (902) days after months following the originally scheduled Closing Date. If, whichever shall occur first. If however, specific performance is not available due to Buyer as the fact that Seller has conveyed result of the willful and wrongful sale or transfer of the Property by Seller to a third another party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive have the right to seek actual damages from SellerSeller in an amount not to exceed $250,000.00. For purposes of this provision, upon demand, specific performance shall be considered not available to Buyer only if a court of competent jurisdiction determines conclusively that Buyer is entitled to specific performance on the merits of its claim but said court is unable to enforce specific performance due to reasons beyond the control of the court. Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL EITHER PARTY’S DIRECT OR INDIRECT PARTNERS, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedSHAREHOLDERS, howeverOWNERS OR AFFILIATES, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If No order may be cancelled by Buyer after Xxxxxx has sent an order acknowledgement. Seller will endeavor to ship within the Closing has estimated time noted on the acknowledgement, but failure to do so shall not occurred due be cause for cancellation by Buyer or subject to a breach by Seller in penalty of any material respect kind against Seller; Buyer hereby waives any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement and all claims based on any delay for any reason other than Buyer's default in Seller’s ability to manufacture or ship an order. Cancellation of orders, if agreed to by Seller, will carry a factory handling charge. Seller reserves the permitted termination right to cancel any order at any time or require prepayment of this Agreement by the balance owing on the order within seven (7) days of notice of such request if, in Seller’s sole discretion, Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either determines that (a) Buyer will be unable to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, meet its payment obligations or (b) other exigent circumstances render uncertain Xxxxx’s ability to enforce specific performance perform its obligations. Buyer’s sole remedy for any breach of Seller's obligation ’s warranty, any damaged or defective Goods supplied by Seller (regardless of whether such defect is discoverable or latent), or for delay or failure to execute manufacture or deliver, breach of agreement or any other cause whatsoever, including Seller’s negligence, SHALL BE STRICTLY AND EXCLUSIVELY LIMITED TO SELLER’S OPTION OF THE REPAIR OR REPLACEMENT OF NONCONFORMING GOODS OR TO A FULL OR PARTIAL CREDIT OF THE PURCHASE PRICE and shall in no event exceed the documents required purchase price of the particular Goods with respect to convey which defects, losses or damages are claimed. If Seller elects to refund the Property purchase price to Buyer, Buyer will return the defective Goods (unless the defect has caused the destruction of the item) and title to such returned Goods will transfer to Seller. In the event that a failure is attributable to a fault in Seller’s manufacturing process, any repairs must be approved and authorized by Seller’s U.S. headquarters in Rolling Meadows Illinois (+0 000-000-0000) prior to the making of any repair. A fair estimate detailing labor rates and labor hours must be submitted for this authorization process. Any deviation may or will result in any warranty claim being denied. Seller realizes that occasionally an emergency can occur and an immediate after hours repair is necessary. Full documentation, including pictures clearly showing a manufacturing defect, is required. At this time, Seller allows a $500.00 limit on an emergency repair before contacting our office for proper authorization, which must be done the following morning. Any request for warranty re-imbursement should have all the proper paperwork submitted including: Seller’s authorization number; details of the reason and costs of repair; pictures; subcontractor’s invoices; and copies of wholesale invoices for parts bought locally if applicable within Seller’s warranty policy. Labor to replace vendor supplied parts is not covered under any warranty or insurance, and no charges for labor should be submitted to Seller. assistance is requested, a purchase order to cover the cost of the visit is required. Any field visit will be scheduled at the discretion of Seller’s Field Service Department. All forms of corrective remedies must be exhausted before an authorization for a factory visit occurs. If a field service or inspection is required, this will be billed at a rate of $750.00 per day, per service man required, (with a two days minimum service) plus all related travel, lodging, sustenance, and incidental expenses. If it being understood and agreed is determined during the visit that the remedy of specific performance shall not reason was due to a manufacturing error by Seller, the charges will be available to enforce any other obligation waived and the purchase order voided. A jobsite determination by a representative of Seller hereunder. Buyer shall will then be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action made for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due fair compensation to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything contractor or customer for costs incurred in the Agreement contained to repair of a manufacturing defect. When ordering replacement parts the contrary notwithstandingfollowing information must be furnished via phone, Buyer shall also receive from SellerFAX, upon demand, Buyer’s actual, documented out-of-pocket costs or mail with purchase orders provided by fax or mail only. 1. Full name and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00address of company 2. The rights and remedies of this Article VI shall survive Closing or any termination of this AgreementPerson ordering parts 3. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.Model number

Buyer’s Remedies. If there is an Event of Default (as defined in Section 16.1) of Seller under this Agreement (and Buyer does not elect to waive such Event of Default) or Seller fails or refuses to consummate the transaction contemplated hereby on the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement Date for any reason other than Buyer's default ’s material default, failure of any condition to Seller’s obligation to close, or the permitted termination of this Agreement exercise by Seller or Buyer as herein expressly providedof an express right of termination granted herein, Buyer shall be entitledthen Buyer, as its sole remedyand exclusive remedy at law and in equity in the event of a breach or default by Seller hereunder (and all other claims for other remedies at law or equity are expressly waived by Buyer hereunder), may either (ai) to terminate this Agreement Agreement, in which event the Deposit shall be immediately returned to Buyer and receive the return neither party shall have any further Liability hereunder except for those Liabilities that expressly survive termination of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderAgreement, or (bii) to enforce commence an action for specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate ’s obligations under this Agreement other than its obligations with respect to the First Mortgage Loan Approvals (as provided in subsection (a) above) except that if Buyer fails is the prevailing party in any such action for specific performance, then the court that conducts such action shall award to file Buyer all costs and expenses that it incurs in connection with such action, including, without limitation, reasonable attorneys’ fees and costs). As a cause of condition precedent to Buyer exercising any right it may have to bring an action for specific performance against Seller on or before ninety hereunder for purposes of conveyance of the Property, Buyer must commence such an action within one hundred twenty (90) days after written notice of termination from Seller or ninety (90120) days after the originally scheduled Closing Date. Except for any such action for specific performance for purposes of conveyance of the Property, whichever any action for specific performance under or with respect to this Agreement must be commenced prior to the Closing. Buyer agrees that its failure to timely commence an action for specific performance within the applicable time period set forth above shall occur firstbe deemed a waiver of its right to commence such an action as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of an action or similar notice against all or any portion of the Property. If this Agreement is terminated pursuant to clause (i) above as the result of a Seller default hereunder, then Seller agrees to (x) reimburse Buyer for its reasonable and verifiable out of pocket due diligence expenses and attorney’s fees paid in connection with the transactions contemplated in this Agreement up to a maximum of $250,000, and (y) in the event that specific performance is not available due to for the fact that Seller has conveyed purpose of conveyance of the Property is unavailable because Seller sold OR CONTRACTED TO SELL one or more of the Developments to a third third-party, then upon termination Seller shall also pay to Buyer an amount equal to Five Million Six Hundred Thousand Dollars ($5,600,000) as liquidated damages. The parties acknowledge that if Seller defaults hereunder and specific performance for the purpose of this Agreement by Buyer, in addition to receiving the immediate return conveyance of the Deposit, anything in Property is unavailable because Seller sold OR CONTRACTED TO SELL one or more of the Agreement contained Developments to the contrary notwithstanding, Buyer shall also receive from Seller, upon demanda third-party, Buyer’s actualdamages will be difficult, documented out-of-pocket costs if not impossible to ascertain and expenses associated with conducting its due diligence related therefore agree that the payment of $5,600,000 to the Property; providedBuyer as liquidated damages is fair and reasonable compensation to Buyer. SUCH PAYMENT BY THE SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER PURSUANT TO SECTIONS 1671, however1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. Buyer’s Initials: /s/ SE Seller’s maximum reimbursement liability with respect to the foregoing Initials (on behalf of each Seller): /s/ BP In no event shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing Seller or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFSeller Party be liable to Buyer or any Permitted Title Nominee for any indirect, consequential, exemplary, incidental, punitive or special damages.

Buyer’s Remedies. If This section sets forth the Closing has not occurred due to a breach by Seller sole and exclusive rem- edies of Buyer in any material respect any conformity with Sections 10 (“Warranties”) and 11 (“Limitation of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (aDamages”) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositherein, and whether is expressly in lieu of any other rights or not the Inspection Period was extended), remedies which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not might be available to enforce Buyer by law. The Buyer hereby accepts the bene!t of the consignor’s warranty of title and any other obligation representations and warranties made by the consignor for the Buyer’s bene!t. In the event that Buyer proves in writing to Pro!les’ satisfaction that there was a breach of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file the consignor’s warranty of title concerning a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement lot purchased by Buyer, in addition Pro!les shall make demand upon the consignor to receiving pay to Buyer the immediate return Purchase Price (including any premiums, taxes, or other amounts paid or due to Pro!les). Should the consignor not pay the Purchase Price to Buyer within thirty days after such demand, Pro!les shall disclose the identity of the Deposit, anything in consignor to Buyer and assign to Buyer all of Pro!les’ rights against the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability consignor with respect to such lot or prop- erty. Upon such disclosure and assignment, all responsibility and liability, if any, of Pro!les with respect to said lot or property shall automatical- ly terminate. Pro!les shall be entitled to retain the foregoing shall not exceed $300,000.00premiums and other amounts paid to Pro!les - this remedy is as to the consignor only. The rights and remedies provided herein are for the original Buyer only and they may not be assigned or relied upon by any transferee or assignee under any circumstances. Lots containing ten or more items are not returnable under any circumstances. The exercise of rights under this Article VI shall survive Closing or any termination Section 13 must be made, if at all, within thirty (30) days of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFthe date of sale.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (ai) to terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and receive recover the return Xxxxxxx Money, in addition to Buyer’s actual out-of-pocket costs, not to exceed an aggregate of the entire Deposit $50,000.00, (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderii) enforce specific performance, or (biii) waive said failure or breach and proceed to enforce specific performance of Seller's obligation Closing. Notwithstanding anything herein to execute the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before thirty (30) days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within ninety (90) days after written notice of termination from Seller or ninety (90) days after following the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedSHAREHOLDERS, howeverOWNERS OR AFFILIATES, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If the Seller fails to perform its obligations pursuant to this Contract for any reason except failure by Buyer to perform hereunder, or if prior to Closing has not occurred due to a breach by Seller any one or more of Seller’s representations or warranties are breached in any material respect any of its obligations or representations or warranties contained in this Agreementrespect, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, then Buyer shall be entitledelect, as its sole SOLE and EXCLUSIVE remedy, either to either: (ai) to terminate this Agreement Contract by giving Seller timely written notice of such election prior to or at Closing and receive recover the return Exxxxxx Money and any Extension Fee, together with Buyer’s actual, third party, out of the entire Deposit (including both the First Deposit pocket costs and Second Depositexpenses incurred in connection with Buyer’s Feasibility Study, and whether or up to a maximum cumulative reimbursement not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, exceed $25,000.00; or (bii) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyerperformance; provided, it being understood however, if — and agreed that only if — the remedy of specific performance shall is not be available to enforce any other obligation Buyer due to Seller’s prior sale of the Property to a third party, then Buyer shall have the additional remedy of terminating the Agreement and recovering from Seller hereunderan amount equal to the sum of Buyer’s documented, out-of-pocket third party costs paid or incurred in connection with the acquisition of the Property, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) Contract if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety fifteen (9015) business days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in Bexar County, Texas, within two (902) days after months following the originally scheduled Closing Date, whichever . In no event or circumstance shall occur firstBuyer be entitled to any consequential or punitive damages. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related remedies shall be limited to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of those described in this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFSection 10(b).

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Notwithstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000 which Termination Fee shall be in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Downpayment plus all accrued interest thereon plus Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Properties (including, howeverwithout, Seller’s maximum reimbursement liability with respect limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the foregoing limited partners of Seller the sale of the Properties to Buyer, the Termination Fee shall not exceed $300,000.00consist solely of all of Buyer's out-of-pocket costs and expenses relating to the purchase of the Properties (including, without, limitation, reasonable attorneys' fees and expenses). The rights and remedies Buyer's sole recourse for Seller's failure to consummate the Closing in accordance with the terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If a Seller Default described in Section 9.1(a) has occurred and is continuing, Buyer may, in addition to any other remedies available at law or in equity, exercise the Closing has not occurred due following rights and remedies, each of which shall be cumulative of and shall be in addition to a breach by Seller in any material respect any of its obligations every other right or representations or warranties contained remedy provided for in this Agreement, and the exercise of any one or if more of which shall not preclude the simultaneous or later exercise by Seller fails to consummate of any other rights or remedies provided for in this Agreement: (i) withhold any other payments due Seller under this Agreement until the Seller Default is cured and, if and when such Seller Default is cured, offset such withheld amounts by any reasonable costs incurred by Buyer in connection with such Seller Default, including reasonable attorneys’ fees, (ii) seek specific performance to enforce the provisions of this Agreement, in which case Seller shall reimburse Buyer for any reason other than Buyer's default or the permitted termination of this Agreement reasonable costs incurred by Buyer in connection with such Seller or Default, including reasonable attorneys’ fees; and (iii) terminate Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to may terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce exercise any other obligation of Seller hereunder. Buyer shall be deemed to remedy it may have elected to terminate at law or equity or under this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the PropertyAgreement; provided, however, that no termination shall be effective under this Section unless: (A) Buyer has delivered to Seller a notice of its intent to terminate this Agreement, which such notice shall describe the Seller Default that has occurred and is continuing (“Buyer Termination Notice”); (B) sixty (60) days have passed since Seller’s maximum reimbursement liability with respect receipt of the applicable Buyer Termination Notice; and (C) Seller has not cured the Seller Default set forth in the applicable Buyer Termination Notice as of the time of termination. In the event of a termination under this Section, Buyer shall use reasonable efforts to the foregoing mitigate its damages. Buyer shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or be required to pay any termination of fee for exercising its rights under this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFSection.

Buyer’s Remedies. If the Closing has not occurred due to a breach by If (a) Seller shall default in any material respect any of its obligations to be performed on the Scheduled Closing Date or representations or warranties contained (b) Seller shall default in the performance of any of its material obligations to be performed prior to the Scheduled Closing Date and, with respect to any default under this Agreementclause (b) only, or if Seller fails such default shall continue for five (5) business days after notice to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedSeller, Buyer shall be entitled, as its sole remedyremedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, either the right to bring such actions or proceedings being expressly and voluntarily waived by Buyer, to the extent legally permissible, following and upon advice of its counsel) shall have the right, subject to the other provisions of this Paragraph 18.1, (ai) to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within ninety (90) days after Buyer obtains actual knowledge of such default, and if Buyer prevails thereunder, Seller shall reimburse Buyer for all reasonable legal fees, court costs and all other reasonable costs of such action or (ii) to terminate this Agreement and receive the a return of the entire Deposit (including both the First Deposit Deposit; provided, that if and Second Deposit, only if Seller’s affirmative and whether or not the Inspection Period was extended), which return shall operate to terminate intentional conduct in violation of this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that causes the remedy of specific performance shall to not be available to enforce any other obligation of Buyer, Seller hereunder. shall also pay Buyer within ten (10) days after Buyer’s demand therefor (which shall be deemed accompanied by reasonable back-up documentation) an amount equal to have elected to terminate this Agreement (as provided in subsection (a) above) the Reimbursable Expenses, it being understood that if Buyer fails to file a cause of commence an action for specific performance against Seller on or before within ninety (90) days after written notice such default, Buyer’s sole remedy shall be to terminate this Agreement and receive a return of termination from Seller the Deposit and reimbursement of the Reimbursable Expenses, if applicable. If Buyer elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Buyer shall on or ninety (90) days after before the originally scheduled Scheduled Closing Date, whichever time being of the essence, fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall occur firstbe paid as and when required by the court in the suit for specific performance). If specific performance is not available due to the fact that Seller has conveyed the Property to a third partyUpon such return and delivery, then upon termination of this Agreement by Buyer, shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in addition this Agreement to receiving survive the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFhereof.