Common use of Buyer’s Remedies Clause in Contracts

Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Buyer’s Remedies. IF SELLER FAILS TO CONVEY UNDER THE PROPERTY TO BUYER CIRCUMSTANCES SET FORTH IN ACCORDANCE WITH THE PROVISIONS SECTION 13.2 OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES IN CONNECTION WITH A DEFAULT BY SELLER UNDER TERMINATION OF THIS AGREEMENTAGREEMENT BUYER MAY BE ENTITLED TO THE BREAK-UP FEE OR A PORTION OF THE BREAK-UP FEE AS LIQUIDATED DAMAGES, THEN THE PARTIES ACKNOWLEDGING THAT ACTUAL DAMAGES WILL BE DIFFICULT TO ASCERTAIN. IF THE BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW RECEIPT OF THE BREAK-UP FEE OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT A PORTION OF THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY BREAK-UP FEE UNDER THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS EXPRESS TERMS OF THIS AGREEMENT, BUYER AND SELLERS AGREE THAT NEITHER BUYER NOR SMITHFIELD MAY SEEK ANY REMEDIES OTHER THAN COLLECTION OF THE BREAK-UP FEE OR SUCH FAILURE CONSTITUTES PORTION OF THE BREAK-UP FEE, AND NEITHER BUYER NOR SMITHFIELD MAY CLAIM ANY ADDITIONAL DAMAGES AS A RESULT OF SUCH TERMINATION, BUT OTHERWISE BUYER AND SMITHFIELD HEREBY WAIVE ANY RIGHT TO SEEK ANY OTHER REMEDY OR TO SEEK ANY ADDITIONAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, BY REASON OF ANY DEFAULT BY SELLER SELLERS OR TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, IN THE EVENT THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 13.1(a) OR IF THE CLOSING DOES NOT OCCUR DUE TO ANY FAILURE OF SELLERS TO CLOSE OR ANY MATERIAL BREACH BY SELLERS OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM BUYER AND SMITHFIELD MAY PURSUE THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER SALE OF THE TRANSFERRED ASSETS AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND OTHERWISE WITH RESPECT TO CONSUMMATION OF THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMSTRANSACTIONS CONTEMPLATED HEREIN.

Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.. Seller’s Initials Buyer’s Initials

Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 21 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Buyer’s Initials *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Buyer’s Remedies. IF IN THE EVENT THAT SELLER FAILS SHALL FAIL TO CONVEY CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT BUYER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BUYER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROPERTY PROVISIONS HEREOF, BUYER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDIES BASED UPON A DEFAULT BY SELLER. SUCH REMEDIES SHALL NOT BE CUMULATIVE, MEANING BUYER MAY EXERCISE ONE (1) BUT NOT BOTH OF SUCH REMEDIES. BUYER SHALL DELIVER TO SELLER AND ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN TWO (2) DAYS AFTER SELLER'S DEFAULT. THE SOLE REMEDIES AVAILABLE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF ARE AS FOLLOWS: (i) BUYER MAY TERMINATE THIS AGREEMENT, IN WHICH CASE ESCROW HOLDER SHALL IMMEDIATELY RETURN THE DEPOSIT, TOGETHER WITH ANY INTEREST EARNED THEREON, TO BUYER, UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER, AND SUCH FAILURE CONSTITUTES A DEFAULT SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. IN ADDITION, BUYER SHALL HAVE THE RIGHT TO PURSUE AN ACTION AGAINST SELLER FOR ALL ACTUAL OUT-OF-POCKET (BUT NOT CONSEQUENTIAL) DAMAGES SUFFERED BY BUYER; OR (ii) BUYER MAY BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER WITH RESPECT TO THIS AGREEMENT BUT ONLY UNDER THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (a) BUYER SHALL HAVE FULLY PERFORMED ALL OBLIGATIONS OF BUYER UNDER THIS AGREEMENT, THEN EXCEPT THAT WITH RESPECT TO DEPOSITING THE BALANCE OF THE PURCHASE PRICE, BUYER SHALL HAVE EVIDENCED TO SELLER'S REASONABLE SATISFACTION THAT BUYER IS READY, WILLING AND ABLE TO TIMELY DEPOSIT SAID FUNDS IN ESCROW; (b) THE ACTION SHALL BE ENTITLED COMMENCED, AND SERVICE OF PROCESS UPON SELLER MADE, NOT LATER THAN FORTY- FIVE (45) DAYS AFTER SELLER'S DEFAULT; AND (c) ALL OF THE ISSUES IN SUCH ACTION, WHETHER OF FACT OR LAW, SHALL BE HEARD BY A REFERENCE PROCEEDING PURSUANT TO SEEK ALL REMEDIES CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 638, ET. SEQ. WITHIN TEN (10) DAYS FOLLOWING THE COMMENCEMENT OF ANY SUCH ACTION, THE PARTIES SHALL MAKE APPLICATION TO THE COURT IN WHICH THE ACTION IS PENDING FOR THE APPOINTMENT OF A RETIRED SUPERIOR COURT JUDGE OR COURT OF APPEAL JUSTICE FROM THE THEN CURRENT LIST OF RETIRED JUDGES AVAILABLE TO BUYER, AT LAW OR SERVE AS REFEREES IN EQUITY, INCLUDING AN THE COUNTY IN WHICH SUCH ACTION FOR EQUITABLE RELIEFIS COMMENCED TO SERVE AS THE REFEREE. SELLER HEREBY AGREES THAT THE PROPERTY REFEREE CHOSEN SHALL BE DEEMED QUALIFIED ONLY IF HE IS UNIQUE AND THAT IF SELLER FAILS WILLING TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND HEAR THE SUBJECT ACTION WITHIN TWENTY (20) DAYS FOLLOWING THE DATE OF APPLICATION TO THE COURT, TO HEAR THE SUBJECT ACTION ON CONSECUTIVE DAYS AND TO RENDER A DECISION WITHIN A FURTHER FIFTEEN (15) DAY PERIOD. THE PARTIES SHALL ADVANCE, IN EQUAL SHARES, THE FEES AND EXPENSES OF THE REFEREE SELECTED PURSUANT TO THIS PROVISION, BUT THE LOSING PARTY IN ANY SUCH ACTION SHALL REIMBURSE THE PREVAILING PARTY FOR ANY AND ALL FEES AND EXPENSES PREVIOUSLY ADVANCED BY ITS TERMSSUCH PREVAILING PARTY FOR THE REFEREE.

Buyer’s Remedies. IF 10.4.1 IN THE EVENT OF THE OCCURRENCE OF ANY SELLER’S EVENT OF DEFAULT PRIOR TO THE CLOSE OF ESCROW, BUYER MAY, AS BUYER’S SOLE AND ONLY REMEDIES: (A) BY WRITTEN NOTICE TO SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF AND ESCROW HOLDER, TERMINATE THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN IN WHICH EVENT BUYER SHALL BE ENTITLED TO RECEIVE FROM ESCROW OR SELLER, AS THE CASE MAY BE, THE DEPOSIT; (B) TREAT THIS AGREEMENT AS BEING IN FULL FORCE AND EFFECT, AND SEEK SPECIFIC PERFORMANCE HEREUNDER; OR (C) TREAT THIS AGREEMENT AS BEING IN FULL FORCE AND EFFECT, AND SEEK ALL REMEDIES AVAILABLE TO BUYER, BUYER AT LAW OR IN EQUITY; PROVIDED, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES HOWEVER THAT IN NO EVENT SHALL BUYER BE ENTITLED TO SEEK OR RECEIVE ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. 10.4.2 IN THE PROPERTY IS UNIQUE AND EVENT OF THE OCCURRENCE OF ANY SELLER’S EVENT OF DEFAULT AFTER THE CLOSE OF ESCROW, BUYER SHALL HAVE ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY; PROVIDED, HOWEVER THAT IF SELLER FAILS IN NO EVENT SHALL BUYER BE ENTITLED TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMSSEEK OR RECEIVE ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.

Buyer’s Remedies. IF IN THE EVENT THAT SELLER FAILS SHALL FAIL TO CONVEY CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT BUYER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BUYER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROPERTY PROVISIONS HEREOF, BUYER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDIES BASED UPON A DEFAULT BY SELLER. SUCH REMEDIES SHALL NOT BE CUMULATIVE, MEANING BUYER MAY EXERCISE ONE (1) BUT NOT BOTH OF SUCH REMEDIES. BUYER SHALL DELIVER TO SELLER AND ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN TWO (2) DAYS AFTER SELLER'S DEFAULT. THE SOLE REMEDIES AVAILABLE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF ARE AS FOLLOWS: (i) BUYER MAY TERMINATE THIS AGREEMENT, IN WHICH CASE ESCROW HOLDER SHALL IMMEDIATELY RETURN THE DEPOSIT, TOGETHER WITH ANY INTEREST EARNED THEREON, TO BUYER, UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER. SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES AND SUCH FAILURE CONSTITUTES A DEFAULT SHALL IMMEDIATELY PAY TO BUYER UPON BUYER'S DEMAND THEREFOR AN AMOUNT EQUAL TO THE SUM OF THAT PORTION OF THE LOAN ASSUMPTION FEE DEPOSIT, SELLER'S LEGAL FEES REIMBURSEMENT PLUS THE LOAN SERVICING FEE. IN ADDITION, BUYER SHALL HAVE THE RIGHT TO PURSUE AN ACTION AGAINST SELLER FOR ALL ACTUAL OUT-OF-POCKET (BUT NOT CONSEQUENTIAL OR LOST PROFITS) DAMAGES SUFFERED BY BUYER; OR (ii) BUYER MAY BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER WITH RESPECT TO THIS AGREEMENT BUT ONLY UNDER THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (a) BUYER SHALL HAVE FULLY PERFORMED ALL OBLIGATIONS OF BUYER UNDER THIS AGREEMENT, THEN EXCEPT THAT WITH RESPECT TO DEPOSITING THE BALANCE OF THE PURCHASE PRICE AND THE BALANCE OF THE LOAN ASSUMPTION FEE, BUYER SHALL HAVE EVIDENCED TO SELLER'S REASONABLE SATISFACTION THAT BUYER IS READY, WILLING AND ABLE TO TIMELY DEPOSIT SAID FUNDS IN ESCROW; (b) THE ACTION SHALL BE ENTITLED COMMENCED, AND SERVICE OF PROCESS UPON SELLER MADE, NOT LATER THAN FORTY- FIVE (45) DAYS AFTER SELLER'S DEFAULT; AND (c) ALL OF THE ISSUES IN SUCH ACTION, WHETHER OF FACT OR LAW, SHALL BE HEARD BY A REFERENCE PROCEEDING PURSUANT TO SEEK ALL REMEDIES CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 638, ET. SEQ. WITHIN TEN (10) DAYS FOLLOWING THE COMMENCEMENT OF ANY SUCH ACTION, THE PARTIES SHALL MAKE APPLICATION TO THE COURT IN WHICH THE ACTION IS PENDING FOR THE APPOINTMENT OF A RETIRED SUPERIOR COURT JUDGE OR COURT OF APPEAL JUSTICE FROM THE THEN CURRENT LIST OF RETIRED JUDGES AVAILABLE TO BUYER, AT LAW OR SERVE AS REFEREES IN EQUITY, INCLUDING AN THE COUNTY IN WHICH SUCH ACTION FOR EQUITABLE RELIEFIS COMMENCED TO SERVE AS THE REFEREE. SELLER HEREBY AGREES THAT THE PROPERTY REFEREE CHOSEN SHALL BE DEEMED QUALIFIED ONLY IF HE IS UNIQUE AND THAT IF SELLER FAILS WILLING TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND HEAR THE SUBJECT ACTION WITHIN TWENTY (20) DAYS FOLLOWING THE DATE OF APPLICATION TO THE COURT, TO HEAR THE SUBJECT ACTION ON CONSECUTIVE DAYS AND TO RENDER A DECISION WITHIN A FURTHER FIFTEEN (15) DAY PERIOD. THE PARTIES SHALL ADVANCE, IN EQUAL SHARES, THE FEES AND EXPENSES OF THE REFEREE SELECTED PURSUANT TO THIS PROVISION, BUT THE LOSING PARTY IN ANY SUCH ACTION SHALL REIMBURSE THE PREVAILING PARTY FOR ANY AND ALL FEES AND EXPENSES PREVIOUSLY ADVANCED BY ITS TERMSSUCH PREVAILING PARTY FOR THE REFEREE.

Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.. Seller’s Initials Buyer’s Initials

Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO In the event that Seller fails to consummate this Agreement for any reason, except Buyer's default or a termination of this Agreement by Buyer or Seller pursuant to a right to do so under the provisions hereof, Buyer shall have one, but not both, of the following remedies, and no others: (A) BUYER IN ACCORDANCE WITH THE PROVISIONS OF MAY TERMINATE THIS AGREEMENT, IN WHICH CASE AND SUCH FAILURE CONSTITUTES A DEFAULT UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER, ESCROW SHALL IMMEDIATELY RETURN THE ACCRUED DEPOSIT TO BUYER, AND SELLER UNDER SHALL PAY ANY ESCROW CANCELLATION CHARGES. (B) BUYER MAY BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER WITH RESPECT TO THIS AGREEMENT, THEN BUT IN SUCH EVENT, AND EXCEPT FOR THE ATTORNEY'S FEES AND COSTS ALLOWABLE UNDER SECTION 7.3, BELOW, BUYER MAY NOT SEEK ANY DAMAGES, GENERAL, SPECIAL OR CONSEQUENTIAL, SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED BY IT, AND THE COURT SHALL NOT HAVE ANY POWER OR RIGHT TO AWARD ANY SUCH DAMAGES. ANY CLAIM OR DEMAND FOR SPECIFIC PERFORMANCE SHALL BE ABSOLUTELY BARRED UNLESS BUYER COMMENCES AN ACTION THEREON WITHIN NINETY (90) DAYS AFTER THE DATE OF THE INACTION, OMISSION, EVENT, OR DEFAULT OF SELLER THAT GAVE RISE TO SUCH CLAIM FOR SPECIFIC PERFORMANCE. BUYER ACKNOWLEDGES AND UNDERSTANDS, AFTER HAVING CONSULTED WITH ITS LEGAL COUNSEL, THAT THE PURPOSE OF THE FOREGOING IS TO SHORTEN THE PERIOD WITHIN WHICH BUYER WOULD OTHERWISE HAVE TO BRING A CLAIM FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO BUYER BECAUSE OF SELLER'S AFFIRMATIVE ACTS, BUYER SHALL BE ENTITLED TO SEEK PURSUE ALL RIGHTS AND REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT HOWEVER, IN SUCH EVENT, BUYER'S DAMAGES SHALL BE LIMITED TO THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS LESSER OF THIS AGREEMENTITS ACTUAL DAMAGES OR FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), AND NO TRIBUNAL OR COURT SHALL HAVE JURISDICTION OR AUTHORITY TO ISSUE AN AWARD IN EXCESS OF SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMSAMOUNT .

Buyer’s Remedies. IF SELLER FAILS SHALL FAIL TO CONVEY THE PROPERTY SITE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, HEREUNDER THEN BUYER SHALL BE ENTITLED TO SEEK (i) THE RETURN OF THE DEPOSIT AND ALL REMEDIES AVAILABLE INTEREST ACCRUED THEREON WHILE IN ESCROW, PLUS (ii) REIMBURSEMENT OF BUYER’S ACTUAL, THIRD PARTY, OUT OF POCKET COSTS INCURRED IN CONNECTION WITH BUYER’S INVESTIGATIONS OF THE SITE PURSUANT TO THIS AGREEMENT MULTIPLIED BY 200%, SUCH PRODUCT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000) (“BUYER’S DOUBLE COSTS”), AT BUT SHALL NOT HAVE THE RIGHT TO RECEIVE ANY EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RECORD A LIS PENDENS AGAINST THE SITE UNDER APPLICABLE LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT TO PURSUE THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS SPECIFIC PERFORMANCE OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 16 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.. Buyer’s Initials Seller’s Initials

Buyer’s Remedies. IF (i) If Seller defaults in its obligation to sell the Property as required by this Agreement, at Buyer's election, either (A) this Agreement shall terminate, and all payments and things of value, including the Xxxxxxx Money, provided by Buyer hereunder shall be returned to Buyer and Buyer may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Xxxxxxx Money), its direct and actual out-of-pocket expenses and costs in connection with Buyer's due diligence activities related to the Property, together with legal and accounting fees incurred in Buyer's syndication, which damages shall not exceed $100,000.00 in any event, or (B) Buyer may seek specific performance of this agreement (but not damages). SELLER FAILS AND BUYER FURTHER AGREE THAT THIS PARAGRAPH 17(b)(i) IS INTENDED TO CONVEY AND DOES LIMIT THE PROPERTY TO AMOUNT OF DAMAGES DUE BUYER IN ACCORDANCE WITH AND THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AND SHALL BE BUYER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. RELATED TO A BREACH BY SELLER HEREBY AGREES THAT OF ITS OBLIGATION TO CONSUMMATE THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, AND SUCH FAILURE CONSTITUTES A DEFAULT CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM . BUYER SPECIFICALLY WAIVES THE RIGHT TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS PARAGRAPH 20 AGREEMENT AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMSHAS FILED AN ACTION SEEKING SUCH REMEDY. (ii) In the event of Seller's continuing default after Closing in any of its covenants in this Agreement which survive Closing or any documents delivered by Seller at Closing, and such default continues for more than thirty (30) days after either written notice of such default from Buyer, Buyer shall be entitled to pursue its actual and direct damages as limited above or to xxx for specific performance as Buyer's sole and exclusive remedy for such default.

Buyer’s Remedies. IF IN THE EVENT THAT SELLER FAILS SHALL FAIL TO CONVEY CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT BUYER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BUYER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROPERTY PROVISIONS HEREOF, BUYER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDIES BASED UPON A DEFAULT BY SELLER. SUCH REMEDIES SHALL NOT BE CUMULATIVE, MEANING BUYER MAY EXERCISE ONE (1) BUT NOT BOTH OF SUCH REMEDIES. BUYER SHALL DELIVER TO SELLER AND ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN TWO (2) DAYS AFTER SELLER'S DEFAULT. THE SOLE REMEDIES AVAILABLE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF ARE AS FOLLOWS: (i) BUYER MAY TERMINATE THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY IN WHICH CASE SELLER UNDER THIS AGREEMENTSHALL IMMEDIATELY RETURN THE DEPOSIT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TOGETHER WITH ANY INTEREST EARNED THEREON, TO BUYER, AT LAW OR UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER, AND SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. IN EQUITYADDITION, INCLUDING SUBJECT TO THE TERMS OF SECTION 18.20 BELOW, BUYER SHALL HAVE THE RIGHT TO PURSUE AN ACTION AGAINST SELLER FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT ALL ACTUAL OUT-OF-POCKET (BUT NOT CONSEQUENTIAL) DAMAGES SUFFERED BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.; OR

Buyer’s Remedies. IF SELLER FAILS THE CLOSING SHALL FAIL TO CONVEY OCCUR BY REASON OF A MATERIAL UNCURED DEFAULT OF SELLER'S OBLIGATIONS HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE REMEDY FOR SUCH DEFAULT, (i) TO THE PROPERTY RETURN OF THE DEPOSIT AND TO BUYER ITS REASONABLE AND ACTUAL OUT-OF-POCKET DUE DILIGNECE EXPENSES INCURRED IN ACCORDANCE CONNECTION WITH THE PROVISIONS THIS AGREEMENT, OR (ii) TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENTIN WHICH CASE, THEN BUYER SHALL HAVE NO RIGHT TO RECEIVE ANY INCIDENTAL OR ANY OTHER TYPE OF DAMAGES A COURT COULD AWARD IN A SPECIFIC PERFORMANCE ACTION AND NO RIGHT TO AN ACCOUNTING. BUYER SHALL NOT BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE RECORD A LIS PENDENS AGAINST THE PROPERTY OTHER THAN IN CONNECTION WITH SUCH SPECIFIC PERFORMANCE ACTION. IN CONNECTION WITH ANY POST-TERMINATION REMEDY WHICH BUYER MAY HAVE AGAINST SELLER UNDER SUBPART (i) HEREOF, SUCH REMEDY SHALL NOT EXCEED $200,000 INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS AND OTHER COLLECTION COSTS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. IF, FOLLOWING THE CLOSING, SELLER SHALL BE DEEMED TO HAVE BREACHED ANY OBLIGATION, REPRESENTATION OR WARRANTY OF SELLER HEREUNDER, THEN BUYER, AT LAW OR AS ITS SOLE REMEDY, MAY FILE SUIT FOR DAMAGES, BUT WAIVES THE RIGHT TO ANY DAMAGES IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEFEXCESS OF $500,000. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS./s/ AWT --------------------- -------------------------------- Seller's Initials Buyer's Initials

Buyer’s Remedies. IF IN THE EVENT THAT SELLER FAILS SHALL FAIL TO CONVEY CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT BUYER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BUYER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROPERTY PROVISIONS HEREOF, BUYER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDIES BASED UPON A DEFAULT BY SELLER. SUCH REMEDIES SHALL NOT BE CUMULATIVE, MEANING BUYER MAY EXERCISE ONE (1) BUT NOT BOTH OF SUCH REMEDIES. BUYER SHALL DELIVER TO SELLER AND ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN TWO (2) DAYS AFTER SELLER'S DEFAULT. THE SOLE REMEDIES AVAILABLE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF ARE AS FOLLOWS: (i) BUYER MAY TERMINATE THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY IN WHICH CASE SELLER UNDER THIS AGREEMENTSHALL IMMEDIATELY RETURN THE DEPOSIT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TOGETHER WITH ANY INTEREST EARNED THEREON, TO BUYER, AT LAW OR UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER, AND SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. IN EQUITYADDITION, INCLUDING BUYER SHALL HAVE THE RIGHT TO PURSUE AN ACTION AGAINST SELLER FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT ALL ACTUAL OUT-OF-POCKET (BUT NOT CONSEQUENTIAL) DAMAGES SUFFERED BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.; OR

Buyer’s Remedies. IF IN THE EVENT THAT SELLER FAILS SHALL FAIL TO CONVEY CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT BUYER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BUYER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROPERTY PROVISIONS HEREOF, BUYER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDIES BASED UPON A DEFAULT BY SELLER. SUCH REMEDIES SHALL NOT BE CUMULATIVE, MEANING BUYER MAY EXERCISE ONE (1) BUT NOT BOTH OF SUCH REMEDIES. BUYER SHALL DELIVER TO SELLER AND ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN TWO (2) DAYS AFTER SELLER'S DEFAULT. THE SOLE REMEDIES AVAILABLE TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF ARE AS FOLLOWS: (i) BUYER MAY TERMINATE THIS AGREEMENT, IN WHICH CASE SELLER SHALL IMMEDIATELY RETURN THE DEPOSIT, TOGETHER WITH ANY INTEREST EARNED THEREON, TO BUYER, UPON EXECUTION OF CANCELLATION INSTRUCTIONS BY BUYER, AND SUCH FAILURE CONSTITUTES A DEFAULT SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. IN ADDITION, BUYER SHALL HAVE THE RIGHT TO PURSUE AN ACTION AGAINST SELLER FOR ALL ACTUAL OUT-OF-POCKET (BUT NOT CONSEQUENTIAL) DAMAGES SUFFERED BY BUYER; OR (ii) BUYER MAY BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER WITH RESPECT TO THIS AGREEMENT BUT ONLY UNDER THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (a) BUYER SHALL HAVE FULLY PERFORMED ALL OBLIGATIONS OF BUYER UNDER THIS AGREEMENT, THEN EXCEPT THAT WITH RESPECT TO DEPOSITING THE BALANCE OF THE PURCHASE PRICE, BUYER SHALL HAVE EVIDENCED TO SELLER'S REASONABLE SATISFACTION THAT BUYER IS READY, WILLING AND ABLE TO TIMELY DEPOSIT SAID FUNDS IN ESCROW; (b) THE ACTION SHALL BE ENTITLED COMMENCED, AND SERVICE OF PROCESS UPON SELLER MADE, NOT LATER THAN FORTY-FIVE (45) DAYS AFTER SELLER'S DEFAULT; AND (c) ALL OF THE ISSUES IN SUCH ACTION, WHETHER OF FACT OR LAW, SHALL BE HEARD BY A REFERENCE PROCEEDING PURSUANT TO SEEK ALL REMEDIES CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 638, ET. SEQ. WITHIN TEN (10) DAYS FOLLOWING THE COMMENCEMENT OF ANY SUCH ACTION, THE PARTIES SHALL MAKE APPLICATION TO THE COURT IN WHICH THE ACTION IS PENDING FOR THE APPOINTMENT OF A RETIRED SUPERIOR COURT JUDGE OR COURT OF APPEAL JUSTICE FROM THE THEN CURRENT LIST OF RETIRED JUDGES AVAILABLE TO BUYER, AT LAW OR SERVE AS REFEREES IN EQUITY, INCLUDING AN THE COUNTY IN WHICH SUCH ACTION FOR EQUITABLE RELIEFIS COMMENCED TO SERVE AS THE REFEREE. SELLER HEREBY AGREES THAT THE PROPERTY REFEREE CHOSEN SHALL BE DEEMED QUALIFIED ONLY IF HE IS UNIQUE AND THAT IF SELLER FAILS WILLING TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND HEAR THE SUBJECT ACTION WITHIN TWENTY (20) DAYS FOLLOWING THE DATE OF APPLICATION TO THE COURT, TO HEAR THE SUBJECT ACTION ON CONSECUTIVE DAYS AND TO RENDER A DECISION WITHIN A FURTHER FIFTEEN (15) DAY PERIOD. THE PARTIES SHALL ADVANCE, IN EQUAL SHARES, THE FEES AND EXPENSES OF THE REFEREE SELECTED PURSUANT TO THIS PROVISION, BUT THE LOSING PARTY IN ANY SUCH ACTION SHALL REIMBURSE THE PREVAILING PARTY FOR ANY AND ALL FEES AND EXPENSES PREVIOUSLY ADVANCED BY ITS TERMSSUCH PREVAILING PARTY FOR THE REFEREE.