Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.

Default by Purchaser. If “Default by Purchaser” shall mean a failure of Purchaser fails to perform materially comply with or satisfy any of its material obligations under this Agreement covenant or the Access Agreement, and if Seller is not then agreement contained in monetary default under this Agreement, or a material breach of any representation or warranty of Purchaser contained in this Agreement, which is not cured by Purchaser within five (5) business days following Purchaser’s receipt of written notice from Seller (other than failure to close for any reason unrelated to a Default by Seller, in which case there shall notify Purchaser in writing be no notice or cure period; called the “Seller Notice”). If Closing is scheduled to occur less than five (5) business days after the date of the nature Seller Notice, Closing shall be extended by the number of and days reasonably required to cure the default, not to exceed five (5) business days following Purchaser’s receipt of the Seller Notice. Upon the occurrence of the event of default and a Default by Purchaser shall have seven (7) days to beyond any applicable cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultperiod as set forth above, Seller shall have the right may, by giving Purchaser written notice of Seller’s election to terminate this Agreement, in which case (i) this Agreement shall terminate and (ii) Seller shall retain the Deposit, including the Non-Refundable Deposit, together with all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedyaccrued interest thereon, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and remedy. In the parties event Seller terminates this Agreement pursuant to this Section 11.2, neither party shall have no any further rights or obligations under this Agreement. If to the Closing occursother, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser except as set forth in this Agreement or arising from any breach or Agreement. The parties have agreed Seller’s actual damages, in the event of a default by Purchaser Purchaser, would be extremely difficult or impractical to determine. The parties acknowledge the Deposit, including the Non-Refundable Deposit, has been agreed upon, after negotiation, as the Closing parties’ reasonable estimate of any obligations Seller’s damages. Except as otherwise provided above in this Agreement which are Section 11.2, Seller expressly provided to survive Closingwaives any and all claims for damages against Purchaser. C:\Users\vs1\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\94YH709S\Purchase and Sale Agmt (Belmar Villas-2).docx

Default by Purchaser. If Purchaser the Closing fails to perform any occur by reason of its material obligations under this Agreement Purchaser’s failure or refusal to deliver the Access AgreementPurchase Price and other amounts and documents identified in Section 6.3 above (“Purchaser’s Closing Default”), and if then Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right may elect to terminate this Agreement by delivering notice to Purchaser and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole receive and exclusive remedy, retain the Deposit as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreementfor Purchaser’s Closing Default. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable impractical and extremely difficult to ascertain estimate the actual damages that would be suffered by which Seller in such event. Purchaser and may suffer if Seller have considered carefully the loss elects to Seller as a consequence of the negotiation and execution of terminate this Agreement, the personal expense of Seller incurred Agreement in connection with the preparation failure of the Closing to occur in accordance with the terms of this Agreement and Selleras a result of Purchaser’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certaintyClosing Default. Based on all of these considerationsTherefore, Purchaser and Seller have agreed hereby agree that a reasonable estimate of the damage to total net detriment that Seller would reasonably be expected suffer if the Closing fails to amount to the ▇▇▇▇▇▇▇ Money occur by reason of Purchaser’s Closing Default is and shall be, as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy remedy, whether at law or in equity, an amount equal to the Deposit. Said amount shall be the full, agreed and liquidated damages for the parties failure of Closing to occur as a result of Purchaser’s Closing Default, all other claims to damages for the failure of the Closing to occur in accordance with the terms of this Agreement are expressly waived by Seller. If this Agreement is terminated by Seller pursuant to the terms of this Section, then the Escrow Agent shall thereupon deliver the Deposit to Seller, Seller shall be entitled to receive and retain the Deposit as liquidated damages, and neither party to this Agreement shall have no any further rights rights, obligations or liabilities hereunder, except for those rights, obligations under and liabilities which are expressly stated herein to survive the termination of this Agreement. If The foregoing liquidated damages provision shall not apply to those obligations or liabilities of Purchaser which survive the Closing occurs, nothing contained in termination of this Agreement as expressly provided herein, nor shall limit Purchaser be entitled to credit or otherwise affect offset the Deposit or any of Seller’s rights portion thereof against any liabilities, losses, damages, claims or remedies against Purchaser arising under any express indemnification of expenses suffered or incurred by Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of connection with any obligations in or liabilities of Purchaser under this Agreement which are expressly provided stated herein to survive Closingthe termination of this Agreement.

Default by Purchaser. If prior to Closing, Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default defaults under this Agreement, Seller shall notify be entitled, as its sole and exclusive remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7under Section 11.1, ARTICLE III and/or Section 11.18) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all receive the ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and for the breach of this Agreement, it being agreed between the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree hereto that the damage which actual damages to Seller would reasonably be expected in the event of such breach are impractical to sustain is ascertain and the amount of the ▇▇▇▇▇▇▇ MoneyMoney is a reasonable estimate thereof. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this AgreementTHEREFORE, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunderSUBJECT TO THE PRECEDING SENTENCE, and the other damagesBY PLACING THEIR INITIALS BELOW, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money as fullMONEY HAS BEEN AGREED UPON, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this AgreementAFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. If the Closing occursTHE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, nothing BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in this Agreement Section 6.1 shall limit or otherwise affect prevent Seller, after Closing has occurred, from: (a) asserting any of Seller’s rights legal or remedies equitable claims against Purchaser arising for Purchaser’s obligation to pay attorneys’ fees and other amounts under Section 11.18; (b) enforcing any express indemnification indemnity obligation of Seller by Purchaser set forth in under this Agreement or arising preclude Seller from any breach obtaining a damage award in connection therewith; or default by Purchaser after the Closing of any (c) enforcing Purchaser’s other obligations in this Agreement and liabilities which are expressly provided to survive Closing.

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default defaults under this Agreement, Seller shall notify be entitled, as its sole and exclusive remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails under this Agreement or refuses to timely cure such event of defaultunder Section 10.17 below), Seller shall have the right to terminate this Agreement and all and, to the extent the ▇▇▇▇▇▇▇ Money deposited in Escrow has theretofore been funded by Purchaser shall be disbursed to Seller as its sole and exclusive remedyEscrow Agent pursuant to Section 1.6, receive the ▇▇▇▇▇▇▇ Money as liquidated damages and not as a penalty and for the breach of this Agreement, it being agreed between the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree hereto that the damage which actual damages to Seller would reasonably be expected in the event of such breach are impractical to sustain is ascertain and the amount of the ▇▇▇▇▇▇▇ MoneyMoney is a reasonable estimate thereof. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the THEREFORE THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money as fullMONEY HAS BEEN AGREED UPON, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this AgreementAFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. If the Closing occursTHE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, nothing BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in this Agreement Section 6.1 shall limit or otherwise affect prevent Seller after Closing has occurred from (a) asserting any of Seller’s rights legal or remedies equitable claims against Purchaser arising for Purchaser’s obligation to pay attorneys’ fees and other amounts under Section 10.17, or (b) enforcing any express indemnification indemnity obligation of Purchaser under this Agreement or preclude Seller by Purchaser from obtaining a damage award in connection therewith, or (c) enforcing Purchaser’s other obligations and liabilities which survive Closing. Notwithstanding the foregoing, if the conditions set forth in this Agreement the last sentence of Section 6.2 are not satisfied and Purchaser interferes with or arising from makes any breach attempt to interfere with Seller selling the Property to another party, including, without being limited to, the recording of a lis pendens or other lien against the Property, or the seeking of an injunction or similar relief, Seller shall have the right to recover its actual damages caused by such action of Purchaser in addition to the liquidated damages referred to above due to the default by of Purchaser after in purchasing the Closing of any obligations in this Agreement which are expressly provided to survive ClosingProperty.

Default by Purchaser. If In the event that Purchaser fails to perform any of its material obligations under consummate this Agreement for any reason other than Seller’s default or the Access Agreementpermitted termination of this Agreement by either Seller or Purchaser as herein expressly provided, and or if Seller is not then in monetary default Purchaser otherwise defaults under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultbe entitled, Seller shall have the right as its sole remedy, to terminate this Agreement and all receive the ▇▇▇▇▇▇▇ Money, or such portion of the Escrow Money deposited in the possession of the Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedyAgent at the time of Purchaser’s default, as liquidated damages and not as a penalty and for the breach of this Agreement, it being agreed between the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree hereto that the damage which actual damages to Seller would reasonably be expected in the event of such breach are impractical to sustain is ascertain and the amount of the ▇▇▇▇▇▇▇ MoneyMoney is a reasonable estimate thereof. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual The foregoing liquidated damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution provision of this AgreementSection shall not: (a) apply to Purchaser’s obligations under Section 10.1, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that nor shall Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage be entitled to Seller would reasonably be expected to amount to credit or offset the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated or any portion thereof against any damages sustained suffered by Seller by reason of Purchaser’s default with respect thereto; and such liquidated damages shall (b) be Sellerdeemed to limit Purchaser’s sole and exclusive remedy and liability under any indemnity or breach of any covenant under this Agreement that is expressly stated to survive the parties shall have no further rights Closing or obligations under early termination of this Agreement. If The foregoing also shall not apply to any of Purchaser’s survival obligations specified in Section 10.23. In addition, if the Closing occursFirst Deposit is not timely posted in accordance with Section 1.6, nothing contained in then this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closingbe null and void ab initio. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Default by Purchaser. If Purchaser fails shall fail to perform close the transaction contemplated by the terms of this Agreement (provided that all conditions benefiting Purchaser have been satisfied or expressly waived in writing), and such default shall not be cured within ten (10) days after the receipt of notice thereof from Seller (provided that no notice or cure period shall be provided for the failure to complete the Closing on the date required herein), Seller may as its sole and exclusive remedy terminate this Agreement and demand, as liquidated damages, an amount equal to [***] of the Purchase Price plus the purchase price under the 395 Park Place Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and 395 Park Place of the Liquidated Sum neither party shall have any of its material obligations further obligation or liability to the other under this Agreement or the Access 395 Park Place Purchase Agreement, except for the Post-Termination Surviving Obligations and if Seller is not then the “Post-Termination Surviving Obligations” as defined in monetary default under this the 395 Park Place Purchase Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of . In the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right elects to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed pursuant to Seller as its sole and exclusive remedythis Section, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damage damages which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. may suffer and Purchaser and Seller acknowledge and do hereby agree that it a reasonable estimate of the total net detriment that Seller would suffer in the event that Seller terminates this Agreement pursuant to this Section 11.2 is and shall be impracticable an amount equal to ascertain the actual damages that would be suffered by Seller in such eventLiquidated Sum, together with the accrued interest thereon. Purchaser and Seller have considered carefully Such payment of the loss to Seller Liquidated Sum is not intended as a consequence of the negotiation and execution of this Agreementpenalty, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunderbut as full liquidated damages. SUCH RETENTION OF THE LIQUIDATED SUM BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, and the other damages1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.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 26

Default by Purchaser. If Purchaser fails shall fail to perform close the transaction contemplated by the terms of this Agreement (provided that all conditions benefiting Purchaser have been satisfied or expressly waived in writing), and such default shall not be cured within ten (10) days after the receipt of notice thereof from Seller (provided that no notice or cure period shall be provided for the failure to complete the Closing on the date required herein), Seller may as its sole and exclusive remedy terminate this Agreement and demand, as liquidated damages, an amount equal to [***] of the Purchase Price plus the purchase price under the Hawthorne Airport Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and Hawthorne Airport of the Liquidated Sum neither party shall have any of its material obligations further obligation or liability to the other under this Agreement or the Access Hawthorne Airport Purchase Agreement, except for the Post-Termination Surviving Obligations and if Seller is not then the “Post-Termination Surviving Obligations” as defined in monetary default under this the Hawthorne Airport Purchase Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of . In the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right elects to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed pursuant to Seller as its sole and exclusive remedythis Section, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damage damages which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. may suffer and Purchaser and Seller acknowledge and do hereby agree that it a reasonable estimate of the total net detriment that Seller would suffer in the event that Seller terminates this Agreement pursuant to this Section 11.2 is and shall be impracticable an amount equal to ascertain the actual damages that would be suffered by Seller in such eventLiquidated Sum, together with the accrued interest thereon. Such payment of the Liquidated Sum is not intended as a penalty, but as full liquidated damages. SUCH RETENTION OF THE LIQUIDATED SUM BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 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. Purchaser and Initials: /s/ EL_____________ Seller have considered carefully Initials: /s/ RF______________________ Provided, however, neither the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation termination of this Agreement nor the Closing shall limit, affect or impair any (i) indemnity, defense and Seller’s performance hold harmless obligations of Purchaser hereunder, or (ii) any of the Post-Termination Surviving Obligations of Purchaser hereunder which expressly survive termination of this Agreement or the Closing; Seller shall not be restricted from bringing an action against the Purchaser seeking damages for or relief from any failure to comply with or breach by the Purchaser of any such obligations, or for expungement or relief from any lis pendens, injunction or other restraint. Notwithstanding the foregoing, if upon an action filed by Purchaser a court determines that forfeiture of the Liquidated Sum is an illegal penalty, then Seller retains all its rights and the other damages, general and special, that remedies at law or in equity as a result of Purchaser’s default hereunder. With respect to any Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurshereunder which survive Closing, nothing contained in this Agreement shall limit or otherwise affect Section limits any of Seller’s rights or and remedies against Purchaser arising under any express indemnification with respect to a breach of Seller by Purchaser set forth in this Agreement or arising from any breach or default after Closing by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.Purchaser. 12​

Default by Purchaser. If Purchaser fails to perform breaches, in any material respect, any of its material representations or warranties or covenants or obligations to be performed by Purchaser under this Agreement or the Access Agreement, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing such breach continues for a period of the nature of and occurrence of the event of default and Purchaser shall have seven ten (710) days (or such additional period, up to a total of sixty (60) days, as may be reasonably required to cure such event breach) after receipt of default. If Purchaser fails or refuses to timely cure such event of defaultnotice thereof from Seller then Seller may, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedyremedy before the Closing terminate this Agreement, whereupon the Deposit shall be released to Seller as liquidated damages and not as a penalty penalty. It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or warranty, such default shall be deemed cured if the parties events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made. The foregoing limitation on Seller's remedies shall have no further rights not apply to any breach by Purchaser of (i) a representation or warranty under this Agreement that Seller asserts after the Closing in accordance with Section 7; or (ii) any covenants or obligations to be performed after the Closing by Purchaser under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount Notwithstanding anything to the ▇▇▇▇▇▇▇ Money as fullcontrary contained herein, complete and final liquidated damages sustained by Seller and such liquidated damages Seller's remedies with respect to the failure of a condition precedent to Seller's obligation to close shall be Seller’s sole governed by Section 5 and exclusive remedy and the parties this Section 10.2 shall have no further rights or obligations under this Agreementnot apply such failure of a condition precedent. If the Closing occursIN THE EVENT THAT THE PROPERTY IS NOT TRANSFERRED FROM SELLER TO PURCHASER AS A CONSEQUENCE OF DEFAULT BY PURCHASER, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND THEREFORE, BY PLACING THEIR SIGNATURES BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THE AMOUNT OF MONEY EXISTING FROM TIME TO TIME HEREUNDER AS THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, TO BE THEIR REASONABLE ESTIMATE OF SELLER'S DAMAGES AND TO BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER UNDER THIS AGREEMENT. SELLER: PURCHASER: By: By: ----------------------------------- ----------------------------------

Default by Purchaser. If Purchaser fails to perform any is in default of its obligations hereunder to consummate the purchase of the Property in accordance with the material obligations under terms of this Agreement or the Access Agreementafter notice and three (3) Business Days’ opportunity to cure, and if then Seller is not then in monetary default under this Agreementwill be entitled, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser and Escrow Agent after the expiration of the cure period, and receive the Deposit as liquidated damages and not as a penalty and for the parties shall have no further rights or obligations under breach of this Agreement. Purchaser and Seller agree that Notwithstanding the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occursforegoing, nothing contained in this Section 11.1, will limit the rights of Seller and liability of Purchaser following the Closing under (i) any indemnity expressly provided by Purchaser under this Agreement that survives the Closing or termination of this Agreement; (ii) any of the documents and instruments executed by Purchaser and delivered to Seller pursuant to the terms and conditions of this Agreement in connection with the Closing, and (iii) any actions commenced after the Closing with respect to any obligation or representation of Purchaser, which, in each case, by the terms of this Agreement survives Closing or the termination of this Agreement. For avoidance of doubt, (i) nothing contained herein shall limit or otherwise affect any of Seller’s rights or and remedies against if Purchaser arising under any express indemnification of Seller by Purchaser set forth is in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided of its other pre-Closing obligations, and (ii) Seller shall not have the right of specific performance to survive Closing.require Purchaser to consummate the transactions contemplated hereunder. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. IN NO EVENT SHALL SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) (Initials)

Default by Purchaser. If Purchaser fails to perform any of its commits a material obligations default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the Access Agreement, and if Seller is not then in monetary default breach of a representation or warranty under this Agreement), Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven be entitled, as its sole remedy (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultwithout limiting Seller's rights under Section 10.16 below), Seller shall have the right to terminate this Agreement and all receive the ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and for the breach of this Agreement, it being agreed between the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree hereto that the damage which actual damages to Seller would reasonably be expected in the event of such breach are impractical to sustain is ascertain and the amount of the ▇▇▇▇▇▇▇ MoneyMoney is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller Purchaser Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller acknowledge from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as liabilities which survive a consequence of the negotiation and execution termination of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.

Default by Purchaser. If Purchaser is unable or fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default under this Agreement, or failed to disclosure material facts to Seller shall notify in the negotiation process or to the City of Minneapolis causing the City of Minneapolis not to accept Purchaser in writing as the new, sole shareholder of the nature Corporation, or is in material breach of and occurrence default of any warranty, representation, term or condition of this Agreement or has been placed on notice of any claimed default or breach, and/or is in breach or default or has been placed on notice of a material breach or default of a representation, warranty, term or condition and/or one of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultCollateral Agreements, Seller shall have the right following remedies: 10.1.1 Commence an action for specific performance, provided such action is commenced within six (6) months from either the termination of this Agreement by Purchaser, as the case may be, or failure of Purchaser to close on the Closing Date by reason of a breach or default by Purchaser of a representation, warranty, term or condition of this Agreement; In addition, the prevailing party shall be entitled an award costs and expenses incurred in enforcing or defending specific performance, including, without limitation, reasonable and necessary attorney’s fees; or 10.1.2 In the event Seller elects not to exercise the remedy available in Section 10.1, Seller may elect to terminate this Agreement Agreement. In such event, Seller is released from all obligations to sell the Stock to Purchaser and any and all liability arising by reason thereof and the Amended Real Estate Purchase Agreement shall become void and inoperable. In addition, Seller shall retain $50,000 of ▇▇▇▇▇▇▇ Money deposited in Escrow money; provided however, if Purchaser’s inability to perform is caused by Purchaser Purchaser’s failure to obtain the License Approval, then Seller shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount retain $20,000 of the ▇▇▇▇▇▇▇ Moneymoney plus any additional amounts due Seller or the Corporation by reason of indemnification obligations. 10.1.3 As an alternate to Sections 10.1.1 and 10.1.2, Seller may seek from Purchaser any and all damages permitted by Minnesota law incurred by Seller by reason of such breach or default. Purchaser Damages shall include, but not be limited to damages, lost profits, damages to the Business, damages to the Premises if required to be paid by the Corporation under the extant Lease, due diligence, lost profits, and Seller acknowledge out-of-pocket expenses of Seller, including, without limitation, attorney’s fees, escrow fees, accountant’s fees, fees incurred in negotiation and agree that it would be impracticable to ascertain the actual damages that would be suffered preparation for Closing, internal administrative fees and any other consulting fees incurred by Seller in such event. Purchaser preparing and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of negotiating this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default defaults under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven be entitled, as its sole remedy (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultwithout limiting Seller’s rights under Section 10.20 below), Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and receive the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇E▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller and in the event of such liquidated damages shall be Seller’s sole and exclusive remedy breach are impractical to ascertain and the parties shall have no further rights or obligations under this Agreementamount of the E▇▇▇▇▇▇ Money is a reasonable estimate thereof. If the Closing occursTHEREFORE, nothing BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller _______ Purchaser _______ Nothing contained in this Agreement Section 6.1 shall limit or otherwise affect prevent Seller from (a) asserting any of Seller’s rights legal or remedies equitable claims against Purchaser arising under with respect to any express indemnification of Seller by Purchaser set forth in under this Agreement or arising from obligation to pay attorneys’ fees and other amounts under Section 10.20, or (b) enforcing any breach or default by indemnity obligation of Purchaser after the Closing of any obligations in under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Purchaser’s other obligations and liabilities which are expressly provided to survive Closinga termination of this Agreement.

Default by Purchaser. If the transaction contemplated herein is not consummated because of a default on the part of Purchaser fails to perform that is not cured within five (5) Business Days after written notice from Seller, or Purchaser defaults in any of its material obligations under this Agreement hereunder (including, without limitation, a breach in a representation, warranty or the Access Agreement, and if Seller covenant) that is not then in monetary cured within five (5) Business Days after written notice from Seller (or if such default under this Agreementdoes not consist of a willful action of Purchaser and cannot reasonably be cured within such 5 Business Day period, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven within such additional time, not to exceed an additional five (75) days Business Days as may be reasonably necessary to cure such event of the default. If Purchaser fails or refuses to timely cure such event of default), then Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller right, as its Seller's sole and exclusive remedyremedy except as provided below, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to receive the ▇▇▇▇▇▇▇ Money as full, complete liquidated damages and in full and final liquidated settlement of any claims or damages sustained that Seller has or may have against Purchaser except as provided below, and upon the receipt by Seller of the ▇▇▇▇▇▇▇ Money this Contract shall terminate and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have of no further rights force or effect, except with respect to those indemnities and obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement Contract which survive termination by their express terms. It is agreed that the damages that will be sustained by Seller in the event of the Purchaser's default under this Contract are difficult or arising from impossible to accurately ascertain and the ▇▇▇▇▇▇▇ Money is a fair and reasonable estimate of such damages thereof and is intended not as a penalty, but as liquidated damages. The receipt by Seller of liquidated damages shall not limit or affect the liability of Purchaser under any breach or default by Purchaser after the Closing of indemnities contained in this Contract, any obligations of Purchaser that survive the termination of this Contract by their express terms or the right of either party to recover attorneys' fees, costs and expenses as provided in this Agreement which are expressly provided to survive ClosingSection 12.3 below.

Default by Purchaser. If In the event the Closing is not consummated as a result of Purchaser’s default hereunder (a “Purchaser fails Default”), so long as Seller has complied in all respects (other than to perform any of a de minimis extent) with its material obligations under this Agreement or the Access AgreementSeller, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy under this Agreement for a Purchaser Default, may by delivery of written notice to Purchaser and Title Company, terminate this Agreement, whereupon Purchaser shall pay to Seller the sum of Thirty Million Dollars ($30,000,000) (the “Liquidated Damages Payment”), less any “Liquidated Damages Payment” recovered by Miami Seller in accordance with the Miami Purchase Agreement or the Omnibus Agreement, as Seller’s sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this to each other except as specifically provided herein and the Omnibus Agreement. For the avoidance of doubt, Purchaser shall not be deemed in default hereunder if the Closing is not consummated due to the failure or one or more conditions precedent to Purchaser’s obligations to close set forth herein, and in such case a Purchaser Default shall not occur. Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. and Purchaser and Seller acknowledge and agree that (a) it would be impracticable extremely difficult to ascertain accurately determine the actual amount of damages that would be suffered by Seller in such event. Purchaser as a result of Purchaser’s default hereunder; (b) the Liquidated Damages Payment is a fair and Seller have considered carefully the loss reasonable amount to be retained by Seller as agreed and liquidated damages for a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of Purchaser Default under this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any light of Seller’s rights removal of the Property from the market and the costs incurred by Seller; and (c) retention by Seller of the Liquidated Damages Payment upon a Purchaser Default hereunder shall not constitute a penalty or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closinga forfeiture.

Default by Purchaser. If Purchaser fails to perform any of its material obligations defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield II defaults (after the Access applicable notice and cure period) under the Deerfield Commons II Agreement, and if Seller then the Escrow Agent shall, on demand (after giving Purchaser such written notice as is not then in monetary default required under this AgreementSection 4.5), Seller shall notify Purchaser in writing of pay the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed Deposit to Seller Seller, as its Seller’s sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations remedy under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by Seller agree that the damage which Seller would reasonably be expected to sustain is the amount upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller Money Deposit is intended not as a consequence of the negotiation penalty, but as full liquidated damages. The right to receive and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to retain the ▇▇▇▇▇▇▇ Money Deposit as full, complete and final full liquidated damages sustained by Seller and such liquidated damages shall be is Seller’s sole and exclusive remedy in the event of a default or failure or refusal to perform hereunder by Purchaser, and the parties Seller hereby waives and releases any right to (and hereby covenants it shall have no further rights or obligations under not) ▇▇▇ Purchaser; (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money Deposit. If Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money Deposit (or any part thereof) on the Closing occursgrounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. Notwithstanding the foregoing, nothing contained in this Agreement shall Section 13.2 will limit (i) Seller’s remedies at law, in equity or otherwise affect herein provided in the event of a breach by Purchaser of any of its obligations that survive Closing or the earlier termination of this Agreement, or (ii) the obligations of RT Deerfield II to Seller’s rights or remedies against Affiliate under the Deerfield Commons II Agreement. Purchaser arising under any express indemnification of Initials Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.Initials

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then The parties acknowledge that in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of a default and Purchaser shall have seven (7) days by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultdetermine; therefore, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Money has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser and Seller acknowledge and agree that it would be impracticable fails to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence perform all of the negotiation and execution of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after the personal expense date of written notice (which written notice shall detail such failure), Seller incurred in connection with the preparation of shall be entitled to Terminate this Agreement by written notice to Purchaser of such termination and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights at law or obligations in equity for any default by Purchaser under this Agreement. If ; provided that such liquidated damages shall not be a limitation upon any obligation of the Closing occurs, nothing Purchaser to indemnify and hold harmless the Seller contained in this Agreement shall limit or otherwise affect any Agreement. The obligations of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing Section 8.1 shall survive termination of any obligations in this Agreement which are expressly provided to survive Closing.Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT PURCHASER'S INDEMNITY OBLIGATIONS AND SELLER'S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER'S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s initials Purchaser’s initials

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then The parties acknowledge that in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of a default and Purchaser shall have seven (7) days by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultdetermine; therefore, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the amount of the ▇▇▇▇▇▇▇ Money. Money has been agreed upon, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser and Seller acknowledge and agree that it would be impracticable fails to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence perform all of the negotiation and execution of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) business days after the personal expense date of written notice (which written notice shall detail such failure), Seller incurred in connection with the preparation of shall be entitled to Terminate this Agreement by written notice to Purchaser of such termination and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of such written notice of termination, as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights at law or obligations in equity for any default by Purchaser under this Agreement. If ; provided that such liquidated damages shall not be a limitation upon any obligation of the Closing occurs, nothing Purchaser to indemnify and hold harmless the Seller contained in this Agreement shall limit or otherwise affect any Agreement. The obligations of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after Section 8.1 shall survive the Closing termination of any obligations in this Agreement which are expressly provided to survive Closing.Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED Purchaser’s Initials DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s initials Purchaser’s initials

Default by Purchaser. If prior to Closing, Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default defaults under this Agreement, Seller shall notify be entitled, as its sole and exclusive remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7under Section 11.1, ARTICLE III and/or Section 11.18) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all receive the ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and for the breach of this Agreement, it being agreed between the parties shall have no further rights or obligations under this Agreement. Purchaser and Seller agree hereto that the damage which actual damages to Seller would reasonably be expected in the event of such breach are impractical to sustain is ascertain and the amount of the ▇▇▇▇▇▇▇ MoneyMoney is a reasonable estimate thereof. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this AgreementTHEREFORE, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunderSUBJECT TO THE PRECEDING SENTENCE, and the other damagesBY PLACING THEIR INITIALS BELOW, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money as fullMONEY HAS BEEN AGREED UPON, complete and final liquidated damages sustained by AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing YG Purchaser TCF Nothing contained in this Agreement Section 6.1 shall limit or otherwise affect prevent Seller, after Closing has occurred, from: (a) asserting any of Seller’s rights legal or remedies equitable claims against Purchaser arising for Purchaser’s obligation to pay attorneys’ fees and other amounts under Section 11.18; (b) enforcing any express indemnification indemnity obligation of Seller by Purchaser set forth in under this Agreement or arising preclude Seller from any breach obtaining a damage award in connection therewith; or default by Purchaser after the Closing of any (c) enforcing Purchaser’s other obligations in this Agreement and liabilities which are expressly provided to survive Closing.

Default by Purchaser. 10.1.1 If Purchaser fails shall default in its obligation to perform any of its material obligations under purchase the Property pursuant to this Agreement or the Access AgreementContract, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, agrees that Seller shall have the right to terminate this Agreement Contract by written notice to Purchaser and to have the Escrow Agent immediately deliver all ▇▇▇▇▇▇▇ Money deposited in Escrow then held by Purchaser shall be disbursed it, if any, to Seller as its sole and exclusive remedySeller, as liquidated damages to recompense Seller for time spent, labor and not as a penalty services performed, and the parties shall have no further rights or obligations under this Agreementloss of its bargain. Purchaser expressly consents to the foregoing. Purchaser and Seller agree that the damage which Seller it would reasonably be expected impracticable or extremely difficult to sustain is the amount of affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money. Purchaser and Seller acknowledge and agree that it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as Money represents a consequence reasonable estimate of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and . Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage agrees to Seller would reasonably be expected to amount to accept the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole total damages and exclusive remedy and relief for Purchaser’s default in its obligation to close hereunder. In the event of such a termination, the parties shall have no further rights or obligations hereunder except as otherwise provided herein. Notwithstanding anything to the contrary, Purchaser shall be entitled to a written notice of default and a ten (10) business day cure period before Seller may terminate this Contract under this Agreement. If Section 10.1.1. 10.1.2 In the Closing occursevent Purchaser, nothing following Closing, breaches any covenant contained in this Agreement shall limit or otherwise affect any of herein that, by the express terms hereof, survives Closing, Seller’s rights sole and exclusive remedies shall be to (a) institute an action for specific performance or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing(b) institute a suit for actual damages only. IN NO EVENT SHALL PURCHASER AND ITS RESPECTIVE AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS BE LIABLE TO SELLER FOR ANY PUNITIVE, SPECULATIVE, CONSEQUENTIAL OR OTHER DAMAGES (BEYOND ACTUAL DAMAGES) FOR A DEFAULT UNDER THIS SECTION 10.1.2, ALL OF WHICH ARE HEREBY WAIVED BY SELLER.

Default by Purchaser. If In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Purchaser fails to perform or a breach by Purchaser of any of its material obligations under this Agreement representations or the Access Agreement, and if Seller is not then in monetary default warranties made by Purchaser under this Agreement, and provided that such default or breach is not cured by Purchaser within ten (10) days of receipt of notice of such default from Seller, (including without limitation, Purchaser’s failure to comply with the requirements of Section 9.1 hereof), Purchaser and Seller shall notify agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser in writing and Seller hereby agree a reasonable estimate of the nature of total net detriment Seller would suffer in the event Purchaser defaults and occurrence fails to complete the purchase of the event of Membership Interests is and shall be, as Seller’s sole and exclusive remedy (whether at law or in equity), a sum equal to the Deposit and Interest accrued thereon. Upon such default or breach by Purchaser and Purchaser shall have seven (7) days failure to cure such event of default. If Purchaser fails or refuses to timely cure such event of defaultclose as required hereunder, Seller shall have the right to terminate this Agreement receive the Deposit and all ▇▇▇▇▇▇▇ Money deposited Interest accrued thereon from the Escrow Agent, in Escrow by Purchaser shall be disbursed to Seller accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy, as liquidated damages remedy and not as a penalty thereupon this Agreement shall be terminated and the parties neither Seller nor Purchaser shall have no any further rights or obligations under this Agreementhereunder except with respect to the Surviving Termination Obligations. Purchaser and Seller agree that the damage which Seller would reasonably be expected to sustain is the The amount of the ▇▇▇▇▇▇▇ Money. Purchaser Deposit and Seller acknowledge Interest accrued thereon shall be the full, agreed and agree that it would be impracticable liquidated damages for Purchaser’s default and failure to ascertain complete the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence purchase of the negotiation Membership Interests, all other claims to damages or other remedies being hereby expressly waived by Seller. Notwithstanding anything in this Agreement to the contrary (i) from and execution of this Agreementafter the Closing, nothing contained herein shall limit Seller’s remedies at law or in equity as to the personal expense of Seller incurred Surviving Termination Obligations and (ii) Purchaser shall have the right to cure any such default or breach by paying the Purchase Price at Closing, except in connection with the preparation of this Agreement a default or breach relating to Sections 7.1, 7.2, 7.6 or 7.7, 13.1, 14.1 and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing16.8.