Common use of Due Diligence Period Clause in Contracts

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its terms.

Due Diligence Period. The Parties hereto acknowledge that BuyerBUYER will, as of the Agreement Date, has not yet had an opportunity to fully review, examine, at BUYER'S expense and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement within 15 days from Effective Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “"Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(sPeriod"), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after determine whether the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesProperty is suitable, in its BUYER'S sole and absolute discretion, for BUYER'S intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, BUYER may conduct any tests, analyses, surveys and investigations ("Inspections") which BUYER deems necessary to determine to BUYER'S satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that BUYER deems appropriate to determine the Company suitability of the Property for BUYER'S intended use and development. BUYER shall deliver written notice to SELLER prior to the expiration of the Due Diligence Period of BUYER'S determination of whether or not the Property is acceptable. BUYER'S failure to comply with this notice requirement shall constitute acceptance of the Property in its assets present "as is" condition. SELLER grants to BUYER, its agents, contractors and business is unsatisfactory to Buyerassigns, Buyer shall have the right to give notice to enter the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on Property at any time during the Due Diligence Expiration DatePeriod for the purpose of conducting Inspections; provided, however, that BUYER, it agents, contractors and assigns enter the Property and conduct Inspections at their own risk. BUYER shall indemnify and hold SELLER harmless from losses, damages, costs, claims and expenses of any nature, including attorney's fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by BUYER. BUYER will not engage in such event any activity that could result in a mechanic's lien being filed against the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationProperty without SELLER'S prior written consent. In the event Buyer terminates this Agreement pursuant to this Section 1.5transaction does not close, the Buyer agrees to promptly return (1) BUYER shall repair all original Company’s due diligence materials provided damages to the Buyer (Property resulting from the “Due Diligence Materials”)Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and destroy (2) BUYER shall, at BUYER'S expenses, release to SELLER all reports and other Due Diligence Materials in work generated as a result of the Buyer’s possessionInspections. Should BUYER deliver timely notice timely notice that the Property is not acceptable, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein SELLER agrees that BUYER'S deposit shall be deemed satisfied immediately returned to BUYER and the remainder Contract terminated. BUYER (/s/ER) ( )SELLER (/s/CMP) ( )acknowledges receipt of this Agreement shall remain in full force and effect according to its termspage.

Due Diligence Period. The Parties hereto (a) Seller and Purchaser hereby acknowledge that Buyerthat, as of the Agreement Effective Date, Purchaser has not yet had an opportunity to conduct full due diligence or fully review, examine, review and evaluate all aspects of this transaction and the Company condition and suitability of the Assets. In order to enable Purchaser to commence its businessdue diligence review in a timely and efficient manner, Seller agrees to make available for inspection by Purchaser the items, to the extent in Seller’s possession, which are identified on Purchaser’s preliminary due diligence checklist attached hereto as among other things, the schedules to this Agreement have not been completed and attached to this Agreement Exhibit B (the “SchedulesPreliminary Due Diligence Checklist”). The Company and ) on or before the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten date five (105) Business Days after the Agreement Effective Date (the “Schedule Diligence Delivery Date”). In connection Purchaser may supplement the Preliminary Due Diligence Checklist as Purchaser deems appropriate and Seller shall endeavor to make available the supplemental items, to the extent in Seller’s possession, to Purchaser within five (5) Business Days after receipt of written request by Purchaser. To the extent Seller has any of the items on the Preliminary Due Diligence Checklist in electronic format, Seller will grant access to Purchaser to an electronic data room where copies of those items to are posted. To the extent Seller has in its possession items on the Preliminary Due Diligence Checklist only in hardcopy, but not in electronic format, Seller shall make copies of those items available for inspection by Purchaser at Purchaser’s offices or deliver them to Purchaser via overnight courier. Seller shall endeavor to organize such materials in accordance with the delivery of Preliminary Due Diligence Checklist and identify each item with reference to the completed Schedulesnumber assigned to it on the Preliminary Due Diligence Checklist. (b) For the period (as such period may be extended pursuant to Section 4.10(c), the Company “Due Diligence Period”) commencing on the Effective Date and Shareholder shall certify that continuing until 6:00 p.m. CT on the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Datethirtieth (30th) day thereafter, then Buyer Purchaser shall have the right to terminate this Agreement at any time prior by written notice to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In in the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesPurchaser, in its Purchaser’s sole and absolute discretion, that is not satisfied with the Company and its assets and business is unsatisfactory to BuyerAssets for any reason, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreementwhich reason need not be specified in such notice, provided that such notice is delivered no later than 6:00 p.m., ET, on (in accordance with the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit provisions of this Agreement) to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 Seller on or before 6:00 p.m., ET, p.m. CT on the last day of the Due Diligence Expiration DatePeriod. If such notice of termination is so delivered on or before 6:00 p.m. CT on the last day of the Due Diligence Period, then this Agreement shall terminate, the condition Deposit shall be refunded to Purchaser, and the parties shall thereafter be released from all further duties and obligations under this Agreement except for the obligation of Purchaser to indemnify Seller for any physical damage to any of the Assets caused by Purchaser’s environmental inspection or other due diligence inspection. If this Agreement is not terminated as set forth herein shall be deemed satisfied and the remainder of in this Section 1.7 or as otherwise provided herein, then this Agreement shall remain in full force and effect according to its termseffect, the Purchaser shall deposit an additional Fifty Thousand and No/100 Dollars ($50,000.00) (the “Additional Deposit”) with the Title Company, and the Deposit shall become non-refundable, except as otherwise provided herein.

Due Diligence Period. The Parties hereto acknowledge that BuyerDuring the Due Diligence Period described in Section 2.A above, as Lessee shall operate and manage the Assets and continue its due diligence examination of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company Lessor and the Shareholder hereby agree Assets. Lessee may, at any time during the Due Diligence Period, terminate the Lease, for any reason or for no reason, immediately upon written notice to provide Lessor, provided that if Lessee does so terminate this Lease during the completed Schedules Due Diligence Period, Lessee shall remain in and continue to manage the Buyer no later than ten Assets are herein contemplated for a period of sixty (1060) Business Days after the Agreement Date days, during which sixty (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder 60) day period Lessee shall certify that the representations and warranties pay rent as provided in connection with such Schedules are true and correct as of the Schedule Delivery DateSection 3 hereof. In the event Lessee terminates the Company Lease during the Due Diligence Period, Lessee shall pay no penalty, liquidated damages, or termination or other fee, compensation or penalty. During the period between execution of this Lease and Shareholder do not deliver satisfaction of each and all of the completed Conditions Precedent, and certified Schedules to thereafter during the Buyer by the Scheduled Delivery Dateformal Due Diligence Period defined in Section 2.A. above, then Buyer Lessee shall have the right to terminate this Agreement full and complete access at any time prior to public and private records relating to the delivery Assets, and Lessor shall use its best efforts to make all such information and records available to Lessee. Upon execution of this Lease, Lessor shall simultaneously deliver to Lessee for Lessee’s use in conducting its due diligence examination copies of (i) the title insurance policy(ies) described in Section 9 hereof, (ii) all leases involving the Assets, (iii) all parking agreements relating to the Assets, (iv) all joint venture, strategic alliance and partnership agreements relating to the Assets (including, by way of example, Megabucks and similar agreements), (v) all joint marketing agreements relating to the Assets, (vi) all sharing agreements relating to the Assets, and (vii) all soil tests, design or engineering studies, drawings, plans, and other documents and materials relating to Lessor’s acquisition and development of the completed and certified Schedules Assets in Lessor’s possession or subject to the Buyerits control. The Company materials identified in this Section 2.B.(i)-(vii) shall also be reflected on schedules prepared by Lessor and Shareholder hereby agree that Buyer and its representatives shall have the right delivered by Lessor to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised Lessee by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m.April 1, ET, on 1999. The schedules shall indicate the Due Diligence Expiration Date, terms of the scheduled documents and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant attached to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), Lease as Exhibits 3 - 9 and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request incorporated by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsreference herein.

Due Diligence Period. The Parties hereto acknowledge Commencing on the Effective Date, and continuing until July 23, 1999 (the "Due Diligence Period"), Buyer shall have the right to review both information collected by Buyer about the Property and engineering and/or architectural materials relating to the Property which Seller is obligated to make available under the terms of this Agreement, to inspect the Property as it deems necessary to determine whether the Property is suitable for Buyer's needs, and negotiate the form of the Buyer's lease. Buyer's investigation shall be of such scope as Buyer shall determine. Seller shall in good faith cooperate with Buyer in facilitating Buyer's investigation of the Property and shall provide Buyer and its agents and consultants with access to the Property to determine its present condition. A. During the Due Diligence Period, Seller agrees to make available to Buyer at Seller's office, on Buyer's request, the engineering and/or architectural materials in Seller's possession relating to the Property, and the plans and specifications for the Seller's Improvements. Materials to be provided by Seller were prepared by third parties and are provided with no warranty by Seller of any kind, express or implied. Seller advises Buyer that in evaluating the Property, Buyer should perform due diligence through independent contractors engaged directly by Buyer, as on whose assessments Buyer shall rely in evaluating whether the Property is acceptable to Buyer for Buyer's intended use. Buyer hereby acknowledges that it will not rely on any document, evaluation, assessment, report, or other materials furnished by or through Seller, nor on any statement made by Seller or Seller's agents, concerning the Property, except to the extent that Seller makes an express warranty in this Agreement. B. The obligations of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules Buyer pursuant to this Agreement have not been completed including, without limitation, any obligation of Buyer to purchase the Property, are expressly conditioned upon Buyer's satisfaction with the results of all review and attached inspections made by Buyer pursuant to this Agreement (Section 5. If Buyer determines, in its sole discretion, during the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify Due Diligence Period that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery DateProperty is unsuitable for its purposes, then Buyer shall have the right to terminate this Agreement at any time prior to the by delivery of the completed and certified Schedules written notice to the Buyer. The Company and Shareholder hereby agree that Buyer and Seller at its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, address set forth herein on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after expiration of the Due Diligence Expiration Date or the contingency herein has been waived. For clarificationPeriod; any such termination shall be a Permitted Termination (as hereinafter defined in Section 14A), the except that Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term be entitled to disbursal of a sum representing a fifty percent (50%) share of Seller's costs incurred (whether such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond costs are funded by Seller out-of-pocket or through Seller's construction loan) through the Due Diligence Limitations Period, up to but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00), subject to the terms of subp▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇. ▇▇ Buyer fails to deliver such written notice to Seller on or prior to the expiration of the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to BuyerPeriod, Buyer shall be deemed to have the waived its right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to under this Section 1.5 on or before 6:00 p.m.5; provided, EThowever, on the Due Diligence Expiration Date, then the condition set forth herein such waiver shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its terms.not extend

Due Diligence Period. The Parties hereto (a) Seller and Purchaser hereby acknowledge that Buyerthat, as of the Agreement Effective Date, Purchaser has not yet had an opportunity to conduct due diligence and fully review, examine, review and evaluate all aspects of this transaction and the Company condition and suitability of the Assets. In order to enable Purchaser to commence its businessdue diligence review in a timely and efficient manner, Seller agrees to deliver to Purchaser all items identified on Purchaser’s preliminary due diligence checklist attached hereto as among other things, the schedules to this Agreement have not been completed and attached to this Agreement Exhibit C (the “Schedules”). The Company and "Preliminary Due Diligence Checklist") on or before the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten date five (105) Business Days days after the Agreement Effective Date (the “Schedule "Diligence Delivery Date”"). In connection Purchaser may supplement the Preliminary Due Diligence Checklist as Purchaser deems appropriate and Seller shall provide the supplemental items to Purchaser within five (5) days after written request by Purchaser. To the extent Seller has any of the items on the Preliminary Due Diligence Checklist in electronic format, Seller shall send true, correct and complete copies of those items to Purchaser via the internet. To the extent Seller has items on the Preliminary Due Diligence Checklist in hardcopy, but not in electronic format, Seller shall make true, complete and correct copies of those items and deliver them to Purchaser via overnight courier. Seller shall organize all materials in accordance with the delivery of Preliminary Due Diligence Checklist and shall identify each item with reference to the completed Schedulesnumber assigned to it on the Preliminary Due Diligence Checklist. (b) For the period (as such period may be extended pursuant to Section 4.10(b) or (c) below, the Company "Due Diligence Period") commencing on the Effective Date and Shareholder shall certify that continuing until 6:00 p.m. CT on the representations and warranties provided in connection with such Schedules are true and correct as of forty-fifth (45th) days following the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Effective Date, then Buyer Purchaser shall have the right to terminate this Agreement at any time prior by written notice to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In in the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesPurchaser, in its Purchaser’s sole and absolute discretion, that is not satisfied with the Company and its assets and business is unsatisfactory to BuyerAssets for any reason, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreementwhich reason need not be specified in such notice, provided that such notice is delivered no later than 6:00 p.m., ET, on (in accordance with the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit provisions of this Agreement) to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 Seller on or before 6:00 p.m., ET, p.m. CT on the last day of the Due Diligence Expiration DatePeriod. If such notice of termination is so delivered on or before 6:00 p.m. CT on the last day of the Due Diligence Period, then this Agreement shall terminate and the condition parties shall thereafter be released from all further duties and obligations under this Agreement. If this Agreement is not terminated as set forth herein shall be deemed satisfied and the remainder of in this Section 1.7 or as otherwise provided herein, then this Agreement shall remain in full force and effect according to its termseffect.

Due Diligence Period. The Parties hereto acknowledge that BuyerBUYER shall have a due diligence period commencing on the Effective Date and expiring on December 31, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement 2016 (the “SchedulesDue Diligence Period”)) during which BUYER shall have full opportunity to inspect, take measurements, conduct surveys, perform tests, show the Property to contractors, architects, surveyors, engineers and insurers, and make legal, engineering and other reviews or investigations of the Property, including, without limitation, title analysis, environmental site assessments, soil and groundwater tests, well drilling, percolation tests, property surveys, and evaluations of utilities. The Company and Prior to expiration of the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date Due Diligence Period (the “Schedule Delivery DateTitle Review Period”), BUYER shall deliver written notice (the “Title Objection Notice”) to the SELLER specifying any objections that BUYER may have to any title matters relating to the Property. In connection with Promptly after the delivery receipt of the completed SchedulesTitle Objection Notice, SELLER shall use diligent, good faith efforts to address any objections raised by BUYER to BUYER’s reasonable satisfaction prior to the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Closing Date. In the event the Company that, despite SELLER’s diligent and Shareholder do good faith efforts, SELLER cannot deliver the completed and certified Schedules remove any objections as provided above prior to the Closing Date, SELLER’s right to extend the closing as set forth in Paragraph 7 hereof shall automatically be waived for the matters identified in the Title Objection Notice and Buyer shall have the rights set forth in Paragraphs 8 and 9 hereof. BUYER shall have the right to provide a supplementary Title Objection Notice at any time up to the Closing Date respecting those defects in title to the Property, including the area subject to the Easement, arising after the earlier date of BUYER’S title report or survey or the expiration of the Title Review Period. SELLER shall cooperate with BUYER to give BUYER access to the Property during the Due Diligence Period. If any consent or approval with respect to any activities by BUYER is required of SELLER by law, at BUYER’s discretion and expense, SELLER shall use reasonable good faith efforts to obtain all consents and approvals needed for BUYER to perform environmental monitoring, sampling and physical testing. Prior to engaging in any test or investigation that could damage any portion of the Property, BUYER shall give SELLER three (3) business days’ notice and the opportunity to have a representative or employee of SELLER present during such activity. BUYER shall use reasonable efforts to repair, at its sole cost and expense, any damage to the Property caused by such tests or investigations. If BUYER is not satisfied in its sole judgment with any of the information obtained by BUYER while conducting the due diligence identified above (other than title objection issues that are controlled by the Scheduled Delivery Datesecond and third paragraphs of this section as well as other relevant paragraphs of this Agreement), then Buyer BUYER shall have the right to terminate this Agreement by written notice to SELLER at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, 5:00 p.m. on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after last day of the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsPeriod.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of Commencing on the Agreement Lease Commencement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement Tenant shall have not been completed and attached to this Agreement a sixty (60) day due diligence period (the “SchedulesDue Diligence Period”): (1) to review copies of all of the relevant documents in Landlord’s possession (the “Documents”) related to the Premises, included, but not limited to, any environmental reports, soils report, existing title policy, existing survey, restrictive covenant and easement agreement (whether finalized or in draft form), construction and signage requirements and (2) to have access, which is hereby granted by Landlord, to the Premises for the purposes of conducting inspections, including, but not limited to, obtaining an environmental study, soils study, topography/engineering study, etc. (the information in (1) and (2) is collectively referred to as the “Information”). The Company and the Shareholder hereby agree to Landlord will provide the completed Schedules Documents to Tenant on or before the Lease Commencement Date. Tenant shall indemnify Landlord and hold Landlord harmless from any and all claims, damages and costs incurred by Tenant as a result of Tenant’s access to the Buyer no later than ten (10) Business Days after Premises for the Agreement Date (the “Schedule Delivery Date”)purposes of conducting any such inspections. In Any Information obtained by Tenant in connection with the delivery of Premises (including but not limited to the completed Schedules, the Company Documents) shall be considered confidential in nature and Shareholder shall certify that the representations and warranties provided not disclosed by Tenant to outside third parties except Tenant may disclose such Information in connection with such Schedules are true and correct as of the Schedule Delivery Dateresponse to a validly issued subpoena. In the event Tenant receives a subpoena requesting all or part of the Company and Shareholder do not deliver Information, Tenant shall promptly notify Landlord. If any of the completed and certified Schedules Information obtained from Landlord or by Tenant during the Due Diligence Period is unsatisfactory to the Buyer by the Scheduled Delivery DateTenant, then Buyer Tenant shall have the right to terminate this Agreement at any time prior lease and in such event, Tenant will have no obligations or responsibility under this Lease to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereofLandlord. In the event that the Buyer wishes access beyond Tenant terminates this Lease during the Due Diligence Limitations prior Period, Tenant shall, within a reasonable period of time, return all items given to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration DateTenant by Landlord, and in such event the Escrow Agent shall will deliver to Landlord copies of any inspections performed by Tenant and Landlord will return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsSecurity Deposit.

Due Diligence Period. The Parties hereto acknowledge (a) Buyer will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on the date that Buyer, as of the Agreement Date, is 45 days after Buyer has not yet had an opportunity to fully review, examine, and evaluate received all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement Property Information set forth in Schedule 6(a)(3) (the “SchedulesDue Diligence Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Deposit shall be immediately refunded to Buyer, and neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated Escrow Holder is required to return Buyer’s Deposit immediately and Seller agrees and will not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-intrusive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or replacements and the estimated costs of such repairs or replacements (collectively, the “Necessary Repairs”). The Company person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Shareholder hereby agree Third Party Inspection Report to provide the completed Schedules Seller prior to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery expiration of the completed Schedules, Due Diligence Period. If any Necessary Repairs are identified in the Company Third Party Inspection Report and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules subject to the Buyer by the Scheduled Delivery Datelimitations set forth below, then Buyer Seller shall have the right to terminate this Agreement at any time prior to (i) make the delivery Necessary Repairs after Closing and the estimated cost of the Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed and certified Schedules to as described in Section 7(d)(1) below, or (ii) reduce the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have Purchase Price by the right to conduct reasonable due diligence review estimated cost of the Company as limited below, including, but not limited to have repairs or replacements set forth in the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereofThird Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than ten percent (10%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds ten percent (10%) of the Purchase Price, and Seller does not agree (i) to make the Necessary Repairs after Closing and escrow the cost of the Necessary Repairs, or (ii) to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer wishes access beyond may, upon written notice to Seller and prior to the end of the Due Diligence Limitations prior Period, elect to (i) close the Due Diligence Expiration Date, the waiver transaction as contemplated with a ten percent (10%) reduction of the due diligence contingency herein, Purchase Price or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to ii) terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event If Buyer terminates this Agreement pursuant to in accordance with this Section 1.57(d), then this Agreement will have no further force or effect, the Buyer agrees parties will have no further obligations to promptly return all original Company’s due diligence materials provided each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Buyer Purchase Price contemplated in this Section 7(d) are subject to and limited by the Purchase Price reduction contemplated in Section 5(b) and the Excluded Properties limitation of Section 5(c) of this Agreement. (1) If Seller elects to make the Necessary Repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of up to 10% of purchase price (the “Due Diligence MaterialsPurchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense but in an amount not to exceed the Purchase Price Escrow Repair Holdback, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and destroy every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Escrow Repair Holdback funds shall remain held by the Escrow Holder until all other Due Diligence Materials Necessary Repairs are completed to Buyer’s reasonable satisfaction or the Purchase Price Escrow Repair Holdback funds are exhausted. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in the Third Party Inspection Report. If after Buyer’s possessionreview of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, any Purchase Price Escrow Repair Holdback funds remaining in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein Escrow Holder’s custody shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according released to its termsSeller.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its terms.

Due Diligence Period. (a) The Parties hereto acknowledge that BuyerBuyer may need to finalize its review, as examination, and evaluation of the Companies and their business following the Agreement Date, has not yet had an opportunity to fully review, examine, Date and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been will be completed and attached to this Agreement (the “Schedules”)) following the Agreement Date. The Company Companies and the Shareholder Shareholders hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company Companies and Shareholder Shareholders shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company Companies and Shareholder Shareholders do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to following the delivery of the completed Schedule Delivery Date. (b) The Companies and certified Schedules to the Buyer. The Company and Shareholder Shareholders hereby agree that Buyer and its representatives shall have the right to conduct finalize a reasonable due diligence review of the Company Companies, at Buyer’s sole cost and expense, as limited below, including, but not limited to have having the Company’s Companies’ assets appraised by a third party and to have the financials of the Company Companies reviewed and audited, and if, on or prior to 6:00 p.m., ET, during the period starting on the date that is thirty (30) days after the Schedule Delivery Agreement Date and ending January 25, 2023 (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency “Due Diligence Contingency” (as hereinafter defined) herein has been waived. Any in-person due diligence review shall be coordinated in advance with the Shareholders’ Representative, any on-site due diligence review and any on-site access to the Companies’ premises shall be conducted on a Saturday as agreed to in writing by the Shareholders’ Representative, provided, however, any environmental inspections in connection with conducting a Phase I environmental report may be conducted between Monday and Friday, provided the same is coordinated in advance with the Shareholders’ Representative. For clarification, the Seller Companies and the Shareholders shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company Companies and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). (c) Buyer shall have the right prior to the expiration of the Due Diligence Expiration Date, to have one or more Phase I environmental reports conducted, subject to the Due Diligence Limitations, at the properties leased or to be leased by the Companies, including, but not limited to the “M▇▇▇▇▇▇ Premises” (as hereinafter defined) at its sole cost and expense. (d) The obligation of Buyer to consummate the Transaction shall be subject to Buyer’s due diligence review of the Companies, subject to the Due Diligence Limitations, prior to the Due Diligence Expiration Date (the “Due Diligence Contingency”). If Buyer determines, in its sole and absolute discretion, that the Company Companies and its their assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder Shareholders and the Company Companies electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s Companies’ due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company Companies provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its terms.

Due Diligence Period. The Parties hereto acknowledge (a) Buyer will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on the date that is 30 days after Buyer has received all Property Information set forth in Schedule 6(a)(3) (the “Due Diligence Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller will agree, upon the written request of Buyer, as to extend the Due Diligence Period up to fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received and the date of the notice will become the Effective Date. (b) Buyer may terminate this Agreement Datefor any or no reason by giving written notice of such termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, has not yet had an opportunity the Deposit shall be immediately refunded to fully review, examineBuyer, and evaluate neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated by Buyer within the Due Diligence Period, escrow is required to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of reasonably examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by e-mail before entering onto any of the Company properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify in writing to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property resulting directly from any unfavorable analysis, test, study, opinion or recommendation related to such inspection or test referenced in this subsection). If any such inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its businessagents, as among employees, and representatives may, upon not less than 24 hours prior written notice to Seller, examine and make copies of all books and records and other thingsmaterials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the schedules “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any reasonably necessary repairs, improvements or replacements, which shall include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed to this perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report and subject to the limitations set forth below, Seller shall have the right to (i) make the Necessary Repairs after Closing and the estimated cost of the Necessary Repairs as set forth in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs, improvements and/or replacements identified in the Third Party Inspection Report exceeds $60,000.00 in the aggregate, and Seller does not agree to make the Necessary Repairs after Closing and/or reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party Inspection Report, then Seller and Purchaser shall endeavor to agree upon on the extent of such Necessary Repairs and the obligations of Seller to make such Necessary Repairs after Closing and/or the amount that the Purchase Price will be reduced as a result thereof, which agreement shall be evidenced by a separate written instrument signed by both parties within five (5) days after Seller’s receipt of the Third Party Inspection Report (the “Necessary Repair Agreement Deadline”). If Seller and Purchaser fail to enter into such separate written agreement on or before the Necessary Repair Agreement Deadline, Seller shall have not been completed and attached the right, upon written notice (the “Necessary Repair Notice”) delivered to Buyer within three (3) days after the expiration of the Necessary Repair Agreement Deadline, to exclude up to three (3) properties identified in the Third Party Inspection Report from the Property being acquired in accordance with this Agreement (the “SchedulesNecessary Repair Properties”). The Company , in which event the description of the properties that comprise the Property will be deemed modified to exclude the Necessary Repair Properties, and the Shareholder hereby agree to provide Purchase Price will be reduced by the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery product of the completed Schedules, number of homes that comprise the Company Necessary Repair Properties and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct value assigned to each home as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer mutually agreed by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”)Seller. If Buyer determines, in its sole and absolute discretion, that Seller timely delivers the Company and its assets and business is unsatisfactory Necessary Repair Notice to Buyer, Buyer shall have the right to give may, upon written notice to Seller, which shall be delivered by the Shareholder later to occur of (1) five (5) business days after Buyer’s receipt of the Necessary Repair Notice and (2) the Company electing end of the Due Diligence Period (the “Buyer Repair Notice Deadline”), elect to (i) close the transaction as contemplated with a reduction of the Purchase Price in an amount equal to the lesser of (A) the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report less the amount of such costs attributed to the Necessary Repair Properties or (B) $60,000.00 less an amount equal to $1,500.00 multiplied by the number of Necessary Repair Properties, or (ii) terminate this Agreement, provided . If Buyer fails to deliver such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to by the Buyer and the Parties Repair Notice Deadline, Buyer shall be released of all obligations, each deemed to the other hereunder, other than those obligations specifically stated herein to the survive terminationhave elected (i) above. In the event If Buyer terminates this Agreement pursuant to in accordance with this Section 1.57(d), then this Agreement will have no further force or effect, the Buyer agrees parties will have no further obligations to promptly return all original Company’s due diligence materials provided each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. If Seller fails to timely deliver the Necessary Repair Notice to Buyer, the Purchase Price shall be reduced by the estimated cost of the repairs, improvements or replacements set forth in the Third Party Inspection Report. The reductions to the Buyer Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(c) of this Agreement. (1) If Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of the estimated cost of those Necessary Repairs as set forth in the Third Party Inspection Report (the “Due Diligence MaterialsPurchase Price Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs, as well as photographs reasonably acceptable to Buyer depicting each and destroy every item to be repaired before such repair has begun and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all other Due Diligence Materials Necessary Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described in the Third Party Inspection Report. If after Buyer’s possessionreview of the Necessary Repairs Buyer determines that all of the Necessary Repairs have been completed during the Holdback Repair Period, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, any Purchase Price Escrow Repair Holdback funds remaining in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein Escrow Holder’s custody shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according released to its termsSeller.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of BUYER shall have a due diligence period commencing on the Agreement Date, has not yet had an opportunity to fully review, examine, Effective Date and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement expiring seventy-five (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (1075) Business Days days after the Agreement Effective Date (the “Schedule Delivery DateDue Diligence Period”) during which BUYER shall have full opportunity to inspect, take measurements, conduct surveys, perform tests, show the Property to contractors, architects, surveyors, engineers and insurers, and make legal, engineering and other reviews or investigations of the Property, including, without limitation, title analysis, environmental site assessments, soil and groundwater tests, well drilling, percolation tests, property surveys, and evaluations of utilities. BUYER acknowledges that BUYER shall conduct during the Due Diligence Period such inspections and investigations of the Property as BUYER has deemed or shall deem necessary or appropriate. ▇▇▇▇▇ is and will be relying strictly and solely upon such inspections and investigations and the advice and counsel of its own consultants, agents, legal counsel, and officers with regard to BUYER’s assessment of the Property. Within 45 days of the commencement of the Due Diligence Period (the “Title Review Period”), BUYER shall deliver written notice (the “Title Objection Notice”) to the SELLER specifying any objections that BUYER may have to any title matters relating to the Property. In connection with Promptly after the delivery receipt of the completed SchedulesTitle Objection Notice, SELLER shall use diligent, good faith efforts to address any objections raised by BUYER to BUYER’s reasonable satisfaction prior to the Company and Shareholder shall certify that the representations and warranties Closing Date as provided in connection with such Schedules are true Paragraphs 7 and correct as of the Schedule Delivery Date8 herein. In the event the Company that, despite SELLER’s diligent and Shareholder do good faith efforts, SELLER cannot deliver the completed and certified Schedules remove any objections as provided above prior to the Closing Date, SELLER’s right to extend the closing as set forth in Paragraph 7 hereof shall automatically be waived for the matters identified in the Title Objection Notice and Buyer shall have the rights set forth in Paragraphs 8 and 9 hereof. BUYER shall have the right to provide a supplementary Title Objection Notice at any time up to the Closing Date respecting those defects in title to the Property arising after the earlier date of BUYER’S title report or survey or the expiration of the Title Review Period. SELLER shall cooperate with BUYER to give BUYER access to the Property during the Due Diligence Period. If BUYER is not satisfied in its sole judgment with any of the information obtained by BUYER while conducting the due diligence identified above (other than title objection issues that are controlled by the Scheduled Delivery Datethird and fourth paragraphs of this section as well as other relevant paragraphs of this Agreement), then Buyer BUYER shall have the right to terminate this Agreement by written notice to SELLER at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, 5:00 p.m. on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after last day of the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsPeriod.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer A. Purchaser shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on Sixty (60) days from the date that is thirty (30) days after Seller delivers the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access Disclosure Information to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesdetermine, in its Purchaser's sole and absolute discretion, whether or not Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} 5 the Property is suitable and satisfactory for Purchaser's intended use ("Due Diligence Period"). Purchaser may, at Purchaser's sole and absolute discretion, extend the Due Diligence Period up to an additional Thirty (30) days by providing written notice to Seller, prior to the expiration of the initial Thirty (30) days, of Purchaser's intent to extend the Due Diligence Period to conclude its inspection and analysis of the Property as herein provided. If Purchaser so extends the Due Diligence Period, all references herein to "Due Diligence Period" shall refer to the Due Diligence Period as so extended and Purchaser shall pay to Seller at Closing, and in addition to the Purchase Price, the sum of $600.00 per day for each day that the Company Due Diligence Period is actually extended, up to the maximum Thirty (30) day extension provided herein ("Extra Charge"). If Purchaser elects to extend the Due Diligence Period as provided herein, and concludes its assets tests and business examinations of the Property before expiration of the maximum Thirty (30) day extension period permitted above, Purchaser shall notify Seller of the date that Purchaser actually concluded the Due Diligence Period so that an accurate calculation of the Extra Charge can be made and paid over by Purchaser at the Closing (the "Due Diligence Termination Notice"). If Purchaser elects to extend the Due Diligence Period as permitted above, concludes the Due Diligence Period on or before (as evidenced by Due Diligence Termination Notice) expiration of the maximum Thirty (30) day period, and the Closing (as that term is unsatisfactory defined below) occurs less that fifteen (15) days after expiration of the Due Diligence Period, then the Extra Charge shall be reduced by $600.00 per day for each day that the Closing occurs prior to Buyerthe fifteen (15) day period; provided, Buyer however, that said $600.00 per day reduction of the Extra Charge shall have not exceed the amount of Extra Charge actually attributable to Purchaser extending the Due Diligence Period. B. During the Due Diligence Period, Purchaser may conduct any tests and examinations of the Property, at Purchaser's sole cost and expense, which Purchaser deems advisable, including, without limitation, soil boring tests, groundwater samples, geotechnical, environmental tests, exploratory test trenching, and any tests to determine the existence of Hazardous Substances. As used herein, "Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or materials, any pollutants or contaminates (including, without limitation, asbestos and raw materials which include hazardous components), or other similar substances, or materials which are included under or regulated by any local, state or federal law, rule, ordinance or regulation pertaining to environmental regulation, contamination or clean-up. Seller hereby grants to Purchaser the right of access during the term hereof to give notice any consultants, designers, contractors, engineers, surveyors or other agents or representatives used by Seller in generating or assembling any of the Disclosure Information or other due diligence materials relating to the Shareholder Property (collectively, "Consultants"). To assist Purchaser in obtaining access to the Consultants, Seller agrees to (i) include a list (including contact names and telephone numbers) of the Company electing Consultants in the Disclosure Information; and (ii) waive any actual or perceived conflict of interest in Purchaser having access to terminate the Consultants and their information, knowledge and work product related to the Property during the term of this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on and to any of the Due Diligence Expiration Date, and Consultants subsequently being employed by Purchaser in such event connection with Purchaser's acquisition and/or development of the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationProperty. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials Purchaser notifies Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} Seller in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on writing within the Due Diligence Expiration DatePeriod that Purchaser is not satisfied, in Purchaser's sole discretion, with Purchaser's inspection of the Property and that Purchaser does not intend to proceed with the purchase of the Property, then the condition ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, less the Extra Charge in the event the Due Diligence Period was extended, and this Agreement shall automatically terminate and be null and void and neither party shall have any further liability or obligation hereunder. Purchaser shall assume all risks involved in the entry upon the Property for the performance of such activities and shall defend, indemnify and hold Seller harmless from and against any loss or expense incurred due to bodily injury or death to persons or damage to property or parties arising out of or in connection with the exercise of Purchaser’s rights hereunder, provided, however, that such loss or expense does not occur due to the negligence, acts or omissions of Seller, or any of its employees, agents or representatives. C. Upon the expiration of the Due Diligence Period the ▇▇▇▇▇▇▇ Money shall become non-refundable and shall be applied to the Purchase Price at Closing, except (i) in the event Seller fails or refuses to close the sale of the Property, or (ii) in the event Seller fails or refuses to deliver marketable title or cure a Title Defect(s), in accordance with Section 5, or (iii) failure of a Condition Precedent (as defined below), or (iv) in the event of Seller default hereunder, or (v) as otherwise provided herein. D. Except as expressly set forth herein shall in this Agreement or in the documents to be deemed satisfied executed by Seller at Closing as contemplated by Section 8 hereof, other than the Easement Agreement (the "Closing Documents"), the Property is being sold and conveyed to Purchaser “as is” and “with all faults.” Except as expressly set forth in this Agreement or in the remainder Closing Documents, Seller has not made, does not make, and hereby disclaims any and all express or implied representations and warranties regarding or relating to: the condition of the Property; its suitability for any particular purpose; the susceptibility to flooding of the Land; the value or marketability of the Property; the projected income or expenses of the Property; the zoning classification, or use and occupancy restrictions applicable to the Property; the current manner of operation of the Property; the compliance of the Property with environmental laws, and laws and regulations relating to hazardous substances and toxic wastes; and all matters affecting or relating to the Property. Purchaser acknowledges that, except as expressly set forth in this Agreement or in the Closing Documents, no such representations or warranties, express or implied, have been made by Seller, or by any other person representing or purporting to represent Seller. Purchaser acknowledges that any representations or warranties made in Section 9 of this Agreement shall remain survive Closing for nine (9) months after Closing as set forth in full force and effect according Section 9 of this Agreement. By proceeding with the acquisition of the Property following the Due Diligence Period, Purchaser confirms that it has investigated all of the matters relating to the Property to its termssatisfaction, and is acquiring the Property in “as is” condition, subject to the provisions of this Agreement, and Seller's representation and warranties set forth in Section 9 of this Agreement. In agreeing to purchase the Property “as is” and without representation or warranty, express or Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} implied, except as expressly set forth in this Agreement or in the Closing Documents, Purchaser acknowledges and represents that it has factored the “as is” condition of the Property into the price it has hereby agreed to pay for the Property. From and after the Closing Date, Purchaser does hereby waive any and all claims, demands, causes of action and other liabilities of or against Seller with respect to the condition of the Property in violation of federal, state or other applicable law, except for claims made by Purchaser within nine (9) months after Closing as provided in Section 9, arising from the breach of a representation or warranty made by Seller in Section 9, and except for claims made by Purchaser arising from the breach of a representation or warranty made by Seller in any of the Closing Documents. The terms and covenants of this Subsection 6.D. shall survive the Closing.

Due Diligence Period. The Parties hereto acknowledge that BuyerHACSB shall provide to BUYER all due diligence materials contained in HACSB’s files in its immediate possession, as including, but not limited to, environmental reports, geologic studies, soils tests, engineering reports, inspection results, complaints, licenses, and permits pertaining to the property and related improvements upon the opening of Escrow. BUYER shall have the opportunity to investigate the condition of the Agreement Date, has not yet had an opportunity Property to fully review, examine, and evaluate all aspects determine if any conditions exist that would preclude BUYER from using the Property for BUYER’s intended use or cause BUYER to incur expenses that render BUYER’s intended use of the Company Property financially infeasible, such use and its businessfinancial infeasibility to be determined in BUYER’s sole discretion (“Due Diligence Period”) provided, as among other thingshowever, any intrusive or invasive investigations shall be subject to HACSB’s prior written consent, which shall not be unreasonably delayed or withheld. Said Due Diligence Period shall commence upon the schedules to this Agreement have not been completed opening of Escrow and attached to this Agreement shall end on the ninetieth (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (1090th) Business Days day after the Agreement Date (the “Schedule Delivery Date”)opening of Escrow. In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer BUYER shall have the right to terminate this Agreement at any time prior by providing written notice to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, HACSB on or prior to 6:00 p.m., ET, on before the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after expiration of the Due Diligence Expiration Date Period if the BUYER finds the property unsatisfactory for any reason. ▇▇▇▇▇’s failure to give written notice of termination to HACSB on or before the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term expiration of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior Period shall constitute an election by BUYER to the Due Diligence Expiration Date, the waiver waive such termination right and to proceed with this Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to indemnify HACSB and hold HACSB harmless from and against any and all liability arising out of physical damage to persons or property arising out of the due diligence contingency hereinexercise of BUYER's rights under this Section, or which obligation shall survive the Buyer’s waiver termination of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder this Agreement and the Company electing Close of Escrow. ▇▇▇▇▇ agrees that it will not materially interfere with the ongoing operation of the Property when making the investigation of the Property contemplated by this Section. ▇▇▇▇▇ acknowledges that HACSB has requested BUYER inspect fully the Property and investigate all matters relevant thereto and engage such engineering consultants, construction consultants, attorneys, environmental specialists and such persons as are necessary to terminate this Agreementfully inform BUYER as to all aspects of the Property. BUYER shall solely rely upon the results of BUYER's own inspection or other information obtained or otherwise available to BUYER, rather than any information that may have been provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunderby HACSB or HACSB’s agents or representatives, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates as expressly provided in this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsAgreement.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as ‌ Buyer shall have from the date of the Agreement Date, has not yet had an opportunity to fully review, examine, execution and evaluate all aspects delivery of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to by all parties until 5:00 p.m. Central Time on a date that is 30 days after the commencement date of this Agreement (the “SchedulesDue Diligence Period”) to conduct such due diligence investigation as may be deemed appropriate by Buyer. To facilitate Buyer’s due diligence investigation, Buyer has identified certain items of diligence, as are listed on a due diligence checklist attached as Schedule 2.9 (the “Due Diligence Checklist”). The Company Seller shall promptly deliver to Buyer (a) all items on the Due Diligence Checklist in the possession of Seller which have previously been prepared by Seller, and (b) all items in the Shareholder hereby agree to provide the completed Schedules possession of Seller reasonably requested by Buyer which may assist Buyer in obtaining new or updated similar items (such as environmental studies, appraisals, feasibility studies, insurance reviews, and title insurance policies). Buyer may add to the Due Diligence Checklist during the Due Diligence Period by delivering either (x) an amended written Due Diligence Checklist, or (y) a request for additional information, which may be by email or fax, to the Seller from time to time. Buyer no later than ten (10) Business Days after may, at its discretion, prior to the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery expiration of the completed SchedulesDue Diligence Period, the Company terminate this Agreement by notice to Seller if Buyer objects to any information contained in any of such Exhibits or to any information obtained by Buyer pursuant to this Agreement, and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as receive a full refund of the Schedule Delivery DateDeposit. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement during the Due Diligence Period by delivering written notice to Seller and Escrow Agent pursuant to Section 11.12 of this Agreement at any time prior to before the delivery end of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In Period in the event that the Buyer wishes access beyond discovers matters during the Due Diligence Limitations prior to Period which Buyer reasonably may have a material adverse effect on the Due Diligence Expiration Date, the waiver value of the due diligence contingency herein, Assets or the Buyer’s waiver reputation of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesFacility, in its sole and absolute discretion. If such notice is timely received by Seller, that the Company and its assets and business is unsatisfactory Deposit shall promptly be fully refunded to Buyer. If no such notice is sent by Buyer and received by Seller before the end of the Due Diligence Period, Buyer shall have be obligated to close, subject to satisfaction of each of the right conditions set forth in ARTICLE 8 hereof, and if any such condition is not satisfied the Deposit shall promptly be fully refunded to give notice to Buyer. The Deposit shall become non-refundable at the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on end of the Due Diligence Expiration DatePeriod, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition except as otherwise set forth herein or in the Escrow Agreement. In conducting due diligence, Buyer shall be deemed satisfied preserve the confidentiality of the transaction contemplated herein and shall use its reasonable best efforts to avoid disrupting normal operations of the remainder of this Agreement shall remain in full force and effect according to its termsFacility.

Due Diligence Period. The Parties hereto acknowledge that BuyerFor a period until 4:00 pm Eastern on November 19, as of the Agreement Date2014, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration DatePeriod”), Buyer shall have the opportunity to review and inspect the real property, environmental, survey, zoning and all other aspects of the Assets, but in no event shall Buyer be permitted to conduct environmental sampling of any kind with respect to any of the Assets except as otherwise permitted under Section 6.3. During the Due Diligence Period, Seller and Buyer agree to work together in good faith to address and resolve any objections raised in writing by Buyer or Lender to Seller, and to cause the Title Company to (a) provide an irrevocable commitment to issue, and pro forma of, the Title Policies to Buyer’s and Lender’s reasonable satisfaction and (b) finalize an affidavit containing such information as the Title Company may reasonably require to provide Owner’s Extended Coverage to the Title Policies in a form reasonably agreed to by Seller (the “Seller’s Affidavit”). The due diligence review will not include individualized For any reason or line-item informationfor no reason, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the a right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such Agreement upon written notice is delivered no later than 6:00 p.m., ET, on to Seller within the Due Diligence Expiration DatePeriod, and in such event the Escrow Agent shall return which case the Deposit shall be promptly refunded to the Buyer and the Parties Seller shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationexecute and deliver such directions or notices as are reasonably required therefor. In the event Buyer terminates this Agreement pursuant fails to this Section 1.5expressly provide written notice of termination to Seller prior to the expiration of the Due Diligence Period, the then, unless Seller has otherwise agreed, Buyer agrees shall be deemed to promptly return have waived all original Company’s prior due diligence materials provided objections it has made. If, within five (5) days before the expiration of the Due Diligence Period or after the expiration of the Due Diligence Period, any new matters are shown on a revised title report for the Title Policies, and Buyer or Lender make objections in writing to Seller to the new matters shown thereon within five (5) days of receipt of such new matter, then Seller shall have five (5) days to cure such objections. If Seller fails to cure such matters within said five (5) day period, then Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to may terminate this Agreement pursuant with written notice to this Section 1.5 on or before 6:00 p.m.Seller within two (2) business days after Seller’s cure was due, ET, on the Due Diligence Expiration Date, and if Buyer fails to terminate then the condition set forth herein Buyer shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termshave waived all such objections.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, Purchaser has not yet had an opportunity performed due diligence related to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules operations and has had access to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules financial information related to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”)Company. In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules grants to the Buyer by the Scheduled Delivery Date, then Buyer shall have Purchaser the right to terminate perform additional due diligence related to the Company which shall commence upon execution of this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is conclude thirty (30) days after the Schedule Delivery Date date of execution of this Agreement (the “Due Diligence Expiration DatePeriod”). The due diligence review will not include individualized or line-item informationDuring the Due Diligence Period, trade secretsthe Company agrees to allow the Purchaser, business plansand its lenders, un-redacted customer contractscounsel, and/or direct accountants, and other representatives, upon reasonable notice and at reasonable times, access to any supplier(s)and all of the Company’s books, vendor(s)tax returns, employee(s)Assets and records, or customer(s) information (“Due Diligence Limitations”) until after that Purchaser may reasonably wish to consider in the Due Diligence Expiration Date or evaluation of the contingency herein has been waived. For clarificationPurchased Interests and to complete its legal, financial, accounting, tax, and other customary due diligence reviews of the Seller, the Seller shall make available redacted customer contracts so that Buyer may verifyCompany, among other thingstheir financial condition, their operations, the payment termsAssets, the termination provisionsBusiness, the term of such contracts Real Property and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior legal and tax matters, with results satisfactory to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, Purchaser in its sole and absolute discretion, that . The Company further agrees to allow the Purchaser to consult with members of the Company’s staff regarding the status of Company and its assets business operations during the Due Diligence Period and business is unsatisfactory will provide the Purchaser with physical space and support at the offices of Company sufficient to Buyerallow the Purchaser to conduct the due diligence. During the Due Diligence Period, Buyer all costs of the Purchaser’s due diligence will be borne by the Purchaser. If within the Due Diligence Period, the Purchaser determines not to proceed with the purchase of the Purchased Interests for any reason, or no reason, the Purchaser shall deliver written notice to the Seller (the “Purchaser DD Termination Notice”) on or before the expiration of the Due Diligence Period and such Purchaser DD Termination Notice shall have the right to give notice effect of terminating this Agreement as set forth in Article IX. Without limitation on the Purchaser’s rights under Article IX, except to the Shareholder and extent the Company electing Purchaser timely delivers such Purchaser DD Termination Notice to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Seller prior to the expiration of the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5Period, the Buyer agrees Purchaser shall no longer be permitted to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsdeliver a Purchaser DD Termination Notice.

Due Diligence Period. The Parties hereto acknowledge that BuyerBUYER will, as of the Agreement Date, has not yet had an opportunity to fully review, examine, at BUYER'S expense and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement within 30 days from Effective Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “"Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(sPeriod"), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after determine whether the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesProperty is suitable, in its BUYER'S sole and absolute discretion, for BUYER'S intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, BUYER may conduct any tests, analyses, surveys and investigations ("Inspections") which BUYER deems necessary to determine to BUYER'S satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that BUYER deems appropriate to determine the Company suitability of the Property for BUYER'S intended use and development. BUYER shall deliver written notice to SELLER prior to the expiration of the Due Diligence Period of BUYER'S determination of whether or not the Property is acceptable. BUYER'S failure to comply with this notice requirement shall constitute acceptance of the Property in its assets present "as is" condition. SELLER grants to BUYER, its BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt of this page. agents, contractors and business is unsatisfactory to Buyerassigns, Buyer shall have the right to give notice to enter the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on Property at any time during the Due Diligence Expiration DatePeriod for the purpose of conducting Inspections; provided, however, that BUYER, it agents, contractors and assigns enter the Property and conduct Inspections at their own risk. BUYER shall indemnify and hold SELLER harmless from losses, damages, costs, claims and expenses of any nature, including attorney's fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by BUYER. BUYER will not engage in such event any activity that could result in a mechanic's lien being filed against the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationProperty without SELLER'S prior written consent. In the event Buyer terminates this Agreement pursuant to this Section 1.5transaction does not close, the Buyer agrees to promptly return (1) BUYER shall repair all original Company’s due diligence materials provided damages to the Buyer (Property resulting from the “Due Diligence Materials”)Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and destroy (2) BUYER shall, at BUYER'S expenses, release to SELLER all reports and other Due Diligence Materials in work generated as a result of the Buyer’s possessionInspections. Should BUYER deliver timely notice timely notice that the Property is not acceptable, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein SELLER agrees that BUYER'S deposit shall be deemed satisfied immediately returned to BUYER and the remainder of this Agreement shall remain in full force and effect according to its termsContract terminated.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of term “Initial Due Diligence Period” shall mean the Agreement Date, has not yet had an opportunity to fully review, examine, period commencing on the Seller’s Information Delivery Date and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”)ending 180 days thereafter. The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement extend the Initial Due Diligence Period for four (4) additional and separate periods of sixty (60) days each (each an “Additional Period” and collectively the “Additional Periods”), by delivering written notice to Seller at least five (5) days before the end of the then current Initial Due Diligence or Additional Period, as the case may be. The Initial Due Diligence Period and all Additional Periods Buyer elects hereunder are collectively referred to herein as the “Due Diligence Period”. During the Due Diligence Period, Buyer may approve and conduct any time investigations, studies or tests desired by Buyer including investigations and tests specifically for the presence or absence of Hazardous Substances in, on, or about the Property, including by means of a Phase I or Phase II Environmental Site Assessment and all inspections related thereto, as well as invasive drilling and inspections, tests, feasibility studies, and any other inspections, studies or tests reasonably required by Buyer in connection with Buyer’s due diligence, in ▇▇▇▇▇’s sole discretion and at its sole cost and expense (collectively, the “Inspections”). During the Diligence Period, Seller grants to Buyer, its agents, employees, and contractors the right to enter the Property to conduct the Inspections. Buyer shall notify Seller prior to any entry and shall not unreasonably interfere with ▇▇▇▇▇▇’s business operations at the Property. Buyer shall promptly repair any damage to the Property arising out of the Inspections and return the Property to substantially the same condition as existed prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree Inspections, except that Buyer shall not be required to restore any latent defect or pre-existing condition at the Property not caused or impacted by Buyer’s or its agents’, contractors’ or employees’ entry on the Property. Buyer shall indemnify, defend, and hold Seller harmless from and against any damage, injury, claim or lien caused by the activities of Buyer or its representatives agents on the Property or failure to perform Buyer’s obligations under the immediately preceding sentence, provided, however, that Buyer shall have no responsibility or liability, and no obligation to indemnify or defend Seller, for (a) any act or omission of Seller or Seller’s officials, agents, employees, and representatives; (b) any adverse condition or defect on or affecting the right to conduct reasonable due diligence review Property not caused or impacted by Buyer or its employees, agents, consultants, or contractors discovered during the Inspections including, without limitation, the pre-existing presence or discovery of the Company as limited below, includingany pre-existing matter (such as, but not limited to have to, any Hazardous Substance as defined by Section 12.I.); (c) the Company’s assets appraised results or findings of any inspection not caused or impacted by a third party and to have the financials of the Company reviewed and auditedBuyer or its employees, and ifagents, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s)consultants, or customer(scontractors discovered during their inspections; and/or (d) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, election to terminate this Agreement as a result of any inspection pursuant to this Agreement. The Buyer’s obligations under this Section 1.5 on or before 6:00 p.m., ET, on 5 shall survive the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied Closing and the remainder any termination of this Agreement shall remain in full force and effect according to its termsfor a period of six (6) months following such Closing or termination.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer Purchaser shall have 6 months from the right to terminate Effective Date of this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information Contract (“Due Diligence LimitationsPeriod”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the perform Purchaser’s due diligence contingency herein, or to determine if the Buyer’s waiver of right not Property is acceptable to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesPurchaser, in its sole discretion. During this Due Diligence Period, Purchaser may, at Purchaser’s sole cost and absolute expense, conduct a Phase I Environmental Assessment of the Property. Should the Phase I Environmental Assessment indicate that a Phase II Environmental Assessment is merited, Purchaser shall thereafter be entitled to conduct a Phase II Environmental Assessment, at Purchaser’s sole cost and expense. Seller hereby grants Purchaser or Purchaser’s designated agents the right to enter onto the Property to conduct such assessments. If at any time during the Due Diligence Period, it should be determined by Purchaser, in its sole discretion, that the Company and its assets and business Property is unsatisfactory to Buyernot suitable for Purchaser’s intended purposes, Buyer shall have the right to give notice to the Shareholder and the Company electing to then Purchaser may terminate this Agreement, provided such Contract by providing written notice is delivered no later than 6:00 p.m., ET, of termination to Seller on or before the expiration of the Due Diligence Expiration Date, and in such event Period. If the Escrow Agent shall return the Deposit written notice of termination is not received by Seller prior to the Buyer and expiration of the Parties Due Diligence Period, the Property shall be released of all obligations, each deemed to be acceptable to Purchaser and any objection thereto (other than objections to the other hereunder, other than those obligations specifically stated herein Title Commitment and survey as set forth above) shall be deemed to have been waived for all purposes. ▇▇▇▇▇▇▇▇▇ agrees to restore the surface of the Property to the condition existing immediately prior to Purchaser’s feasibility tests if Purchaser terminates this Contract pursuant to the terms of this section 3.03. The provisions of this section 3.03 shall survive terminationthe Closing or any termination of this Contract. In consideration of Purchaser’s right to inspect the event Buyer terminates this Agreement pursuant Property during the Due Diligence Period, Purchaser has paid to this Section 1.5, Seller the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer sum of Fifty and No/100 Dollars ($50.00) (the “Due Diligence MaterialsIndependent Agreement Consideration”), which amount the parties bargained for and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying theretoagreed to as consideration for Purchaser's termination rights. In the event Buyer does not elect, in writing, to terminate this The Independent Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein Consideration shall be deemed satisfied nonrefundable to Purchaser under any circumstances and shall be applied as a credit towards the remainder of this Agreement shall remain in full force and effect according to its termsPurchase Price at Closing.

Due Diligence Period. The Parties hereto acknowledge that BuyerBUYER will, as of the Agreement Date, has not yet had an opportunity to fully review, examine, at BUYER’S expense and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement within forty-five (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (3045) days after the Schedule Delivery from Effective Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RCPeriod”). If Buyer determines, determine whether the Property is suitable, in its BUYER’S sole and absolute discretion, for BUYER’S intended use and development of the Property as specified in Paragraph 4. During the Due Diligence period. BUYER may conduct any tests, analyses, surveys and investigations (“Inspections”) which BUYER deems necessary to determine to BUYER’S satisfaction the Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade: availability of access to public roads, water and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and Iicenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that BUYER deem appropriate to determine the Company suitability of the Property for BUYER’S intended use and development BUYER shall deliver written notice to SELLER prior to the expiration of the Due Diligence Period of BUYER’S determination of whether or not the Property is acceptable. BUYER’S failure to comply with this notice requirement shall constitute acceptance of the Property in its assets present “as is” condition. SELLER grants to BUYER, its agents, contractors and business is unsatisfactory to Buyerassigns, Buyer shall have the right to give notice to enter the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on Property at any time during the Due Diligence Expiration DatePeriod for the purpose of conducting Inspections; provided, however, that BUYER, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. BUYER shall indemnify and hold SELLER harmless from losses, damages, costs, claims and expenses of any nature. Including attorney’s fees at all levels, and from liability to any person, arising from the conduct of inspections or work authorized by BUYER. BUYER shall not engage in such event any activity that could result in a mechanics lien being filed against the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationProperty without SELLER’S prior written consent. In the event Buyer terminates this Agreement pursuant to this Section 1.5transaction does not close, the Buyer agrees to promptly return (1) BUYER shall repair all original Company’s due diligence materials provided damages to the Buyer (Property resulting from the “Due Diligence Materials”)Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and destroy (2) BUYER shall, at BUYER’S expense, release to SELLER all reports and other Due Diligence Materials in work generated as a result of the Buyer’s possessionInspections. Should BUYER deliver timely notice that the Property is not acceptable, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein SELLER agrees that BUYER’S deposit shall be deemed satisfied immediately returned to BUYER and the remainder of this Agreement shall remain in full force and effect according to its termsContract terminated.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of (a) Buyer will have a period commencing on the Agreement Date, has not yet had an opportunity to fully review, examine, Effective Date and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement ending at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, PM Pacific Time on the date that is thirty (30) days after the Buyer has received all Property Information set forth in Schedule Delivery Date 6(a)(3) (the “Due Diligence Expiration DatePeriod”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. However, if Buyer is acting diligently and in good faith to proceed with the consummation of the transaction contemplated by this Agreement, Seller shall agree, upon the written request of Buyer, to extend the Closing Date up to fourteen (14) business days. Seller shall deliver written notice to Buyer confirming that Seller has sent all Property Information. Buyer shall have seven (7) business days after receipt of such notice to (i) confirm its receipt of all Property Information or (ii) notify Seller of any missing Property Information. If Buyer notifies Seller of any missing Property Information within such seven (7) business day period, Seller shall have an additional five (5) business days to deliver such missing Property Information to Buyer. (b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Deposit shall be immediately refunded to Buyer, and neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated as provided for herein, Escrow Holder shall promptly return Buyer’s Deposit and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, and such failure continues for five (5) business days thereafter, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller. (c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test, that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination of the Agreement. (d) Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property (collectively, the “Third Party Inspection Report”), which Third Party Inspection Report shall adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively, the “Necessary Repairs”). The due diligence review will person or entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the Property is located, and may not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s)be, or customer(s) information (“Due Diligence Limitations”) until after have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration of the Due Diligence Expiration Date or Period. If any Necessary Repairs are identified in the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts Third Party Inspection Report and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior subject to the Due Diligence Expiration Datelimitations set forth below, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer Seller shall have the right to give notice to (i) make the Shareholder Necessary Repairs after Closing and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on estimated cost of the Due Diligence Expiration Date, and Necessary Repairs as set forth in such event the Third Party Inspection Report shall be held in escrow by the Escrow Agent shall return Holder until such Necessary Repairs are completed by Seller within forty-five (45) days or (ii) reduce the Deposit to Purchase Price by the Buyer and estimated cost of the Parties shall be released of all obligations, each to repairs or replacements set forth in the other hereunder, other than those obligations specifically stated herein to the survive terminationThird Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount greater than five percent (5%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a five percent (5%) reduction of the Purchase Price or (ii) terminate this Agreement. If Buyer terminates this Agreement pursuant to in accordance with this Section 1.57(d), then this Agreement will have no further force or effect, the Buyer agrees parties will have no further obligations to promptly return all original Company’s due diligence materials provided each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Buyer Purchase Price contemplated in this Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement. (e) Notwithstanding any provision to the “contrary set forth herein, in addition to the rights set forth in Sections 5(b), 5(c) and 7(d), at any time during the Due Diligence Materials”Period, Buyer may in its sole discretion, elect to designate specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c), and destroy all other Due Diligence Materials in with the Buyerunderstanding that Seller’s possession, including all copies thereof, and upon request by written consent is required if Buyer elects to buy fewer than eighty-five percent (85%) of the Company provide written confirmation certifying theretoproperties comprising the Property. In the event of such an election, Buyer does not elect, in writing, shall deliver to terminate this Agreement pursuant Seller a notice stating which properties it has designated as Excluded Properties no later than two (2) days prior to this Section 1.5 on or before 6:00 p.m., ET, on the end of the Due Diligence Expiration DatePeriod (the “Notice to Seller”). Upon delivery of the Notice to Seller, then the condition set forth herein designated properties described in the Notice to Seller shall be deemed satisfied Excluded Properties, and the remainder terms of this Agreement Section 5(c) shall remain in full force and effect according to its termsapply with respect thereto.

Due Diligence Period. The Parties hereto acknowledge Buyer will at Buyer’s expense and within 30 days from Effective Date (“Due Diligence Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion for Buyer’s intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations (“Inspections”) which Buyers deems necessary to determine to Buyer’s satisfaction the Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s intended use and development. Buyer shall deliver written notice to Seller prior to the expiration of the Due Diligence Period of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement shall constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, as its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting inspections; provided, however, that Buyer its agents, contractors and assigns enter the Agreement DateProperty and conduct inspections at their own risk. Buyer shall indemnify and hold Seller harmless from the losses, has not yet had an opportunity to fully reviewdamages, examinecosts, claims and expenses of any nature, including attorneys’ fees at all levels, and evaluate from liability to any person, arising from the conduct of any and all aspects of inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic’s lien being filed against the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery DateProperty without Seller’s prior written consent. In the event the Company and Shareholder do this transaction does not deliver the completed and certified Schedules close. (1) Buyer shall repair all damages to the Buyer by Property resulting from the Scheduled Delivery Date, then Buyer shall have Inspections and return the right Property to terminate this Agreement at any time the condition it was in prior to the delivery conduct of the completed Inspections, and certified Schedules (2) Buyer shall, at Buyer’s expense, release to the Buyer. The Company Seller all reports and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review other work generated as a result of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”)Inspections. The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Should Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event deliver timely notice that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration DateProperty is not acceptable, the waiver of the due diligence contingency herein, or the Seller agrees that Buyer’s waiver of right not deposit shall be immediately returned to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationContract terminated. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), /s/ OJV) ( ) and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder Seller (/s/ JL) ( ) acknowledge receipt of a copy of this Agreement shall remain in full force and effect according to its termspage, which is Page 3 of 5. Illegible.

Due Diligence Period. The Parties hereto acknowledge that BuyerBuyer will have until 5 p.m. on May 1, as 2015 (the "Due Diligence Deadline") to conduct a due diligence investigation of the Agreement DatePurchased Assets to its satisfaction in its sole discretion, has not yet had an opportunity to fully review, examine, which investigation shall consist of and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verifyinclude, among other things, review of the payment termscondition of the Real Property, the termination provisionsPreliminary Title Reports, roof, plumbing, electrical, sprinkler, water, sewer, drainage, mechanical, engineering, heating and air conditioning and life safety systems, structural integrity of the Improvements, measurement of the square footage of the Land and Improvements, legal status and requirements pertaining to the Real Property and the Modesto Business (including use permits, building codes, zoning, environmental, public health and fire safety laws), hazardous substance review including preparation of an environmental assessment, the term Inventory, the Personal Property, the Intellectual Property, and all other matters of such contracts significance to Buyer relating to the Purchased Assets. Buyer shall not perform any destructive or intrusive testing of any of the Purchased Assets, including the Real Property, without the prior written consent of Seller, which consent may be withheld in Seller's sole and the assignability provisions thereofabsolute discretion. In the event that the Buyer wishes access beyond is unable to complete its due diligence investigation to its satisfaction in its sole discretion by the Due Diligence Limitations Deadline despite reasonable efforts by Buyer, Buyer will have the right to extend the Due Diligence Deadline for such number of days as is required to complete its due diligence investigation but in no event more than 15 days from the original Due Diligence Deadline. Buyer will order and pay for all costs and expenses with respect to such investigations. If, prior to the Due Diligence Expiration DateDeadline, as may be extended pursuant to the foregoing, Buyer notifies Seller both in writing and with a telephone call from Buyer's CEO to Seller's CEO that Buyer disapproves the Purchased Assets for any material reason, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer Purchased Assets will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Datebe deemed disapproved, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return and all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder exclusivity obligations of this Agreement shall remain in full force and effect according to its termsSeller will terminate.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited belowuntil December 30, including2010, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence LimitationsPeriod”) until after to inspect and investigate the Due Diligence Expiration Date or Property, including roof, plumbing, soils, electrical, sprinkler, water, sewer, mechanical, engineering, heating, ventilation and air conditioning and life safety systems, structural integrity of the contingency herein has been waivedImprovements, measurement of the square footage of the Land and Improvements, legal status and requirements pertaining to the Property (including applicable building codes, zoning, environmental, public health and fire safety laws), hazardous substance inspections including preparation of an environmental assessment, suitability of the Property for Buyer’s purposes and all other matters of significance to Buyer. For clarification, Buyer agrees to keep the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term results of such contracts testing and inspections confidential, except to the assignability provisions thereof. In the event extent that the disclosure is required by law (in which case Buyer wishes access beyond the Due Diligence Limitations will notify Seller in writing prior to the Due Diligence Expiration Datemaking any such disclosure). Buyer shall order and pay for all costs and expenses with respect to such inspections and investigations. If, the waiver of the due diligence contingency herein, or the in Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that Buyer desires to proceed with its acquisition of the Company and its assets and business is unsatisfactory to BuyerProperty, Buyer shall have the right to give deliver written notice to Seller (the Shareholder “Approval Notice”), prior to the expiration of the Due Diligence Period, stating that it approves the Property, in which case the parties shall proceed to complete the Closing (subject to the terms and conditions of this Agreement). If Buyer fails to deliver the Company electing Approval Notice prior to terminate the expiration of the Due Diligence Period or if such Approval Notice seeks to modify any of the terms or provisions of this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on Buyer will be deemed to have disapproved the Due Diligence Expiration Date, Property and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, have exercised its right to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m.7, ET, on in which case this Agreement shall automatically terminate as of the expiration of the Due Diligence Expiration DatePeriod and the Initial Deposit, then the condition set forth herein together with all interest earned thereon, shall be returned to Buyer. Further, if Buyer fails to deposit the full Additional Deposit in Escrow prior to the expiration of the Due Diligence Period, regardless of whether Buyer has delivered the Approval Notice, Buyer will be deemed satisfied to have disapproved the Property and the remainder of to have exercised its right to terminate this Agreement pursuant to this Section 7, in which case this Agreement shall remain automatically terminate as of the expiration of the Due Diligence Period and the Initial Deposit, together with all interest earned thereon, shall be returned to Buyer. Notwithstanding anything in full force this Agreement to the contrary, Buyer may elect, at any time prior to the expiration of the Due Diligence Period, for any reason or no reason, to terminate this Agreement, upon which termination the Deposit and effect according all interest earned thereon shall be refunded to its termsBuyer and the parties shall have no further obligation to each other excepts for those obligations which expressly survive such termination.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer a. Option-Holder shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after from the Schedule Delivery Exercise Date (the “"Due Diligence Expiration Date”). The Period") to conduct due diligence on the Option Property, including without limitation structural and systems inspections, environmental inspections and, if tenants other than Option-Holder occupy any part of the Option Property, review will not include individualized or lineof Owner's books and records relating to the Option Property. Owner shall afford Option-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct Holder and its consultants free access to the Option Property to perform any supplier(s)and all studies and test in connection with its due diligence, vendor(s)including without limitation boring and samples as part of environmental investigation. If Option-Holder is dissatisfied with its due diligence for any reason whatsoever other than a condition caused by Option- Holder's occupancy of the Option-Property or otherwise the responsibility of Option-Holder under the Lease, employee(s)Option-Holder, by written notice ("Withdraw Notice") to Owner delivered on or customer(s) information (“Due Diligence Limitations”) until after prior to the expiration of the Due Diligence Expiration Date Period, may withdraw its exercise of the Purchase Option without liability, in which case the Deposit shall be returned to Option-Holder. Option-Holder's withdrawal of its exercised Option shall be subject to Option-Holder's rights under Section 15 hereof if Option-Holder so designates in the Withdraw Notice and identifies therein the basis for Option-Holder's withdrawal of its Exercise Notice. If Option-Holder withdraws the Exercise Notice, Option-Holder, at Option-Holder's expense, promptly shall restore any disturbance or damage to the contingency herein has been waivedOption Property caused by Option-Holder or its agents in the undertaking of Option-Holder's rights hereunder. b. Within five (5) business days of the Exercise Date, Owner agrees to deliver to Option-Holder copies of contracts or commitments for construction, labor or services entered by or at the direction of Owner with respect to the Option Property ("Service Contracts") and copies of all leases entered by Owner with respect to the Option Property other than the leases entered with Option-Holder ("Other Leases"), and such rent rolls and operating statements with respect to the Option Property as are reasonably available to Owner. For clarification, the Seller Option-Holder agrees to keep all such information confidential and promptly return same to Owner if this Agreement is terminated for any reason. Such obligation shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, survive the termination provisionsof this Agreement, notwithstanding any provision hereof to the term contrary. Owner hereby covenants that during the effectiveness of such contracts and this Agreement no Service Contract shall be entered which is not terminable on the assignability provisions thereofClosing Date without expense to Option-Holder. In Option- Holder shall identify to Owner in writing on or prior to the event that the Buyer wishes access beyond expiration of the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver period which of the due diligence contingency herein, or the Buyer’s waiver of right not Service Contracts Option-Holder desires to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Dateassume, and in such event the Escrow Agent Owner shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy cause all other Due Diligence Materials in Service Contracts to be terminated as of the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, Closing Date at no expense to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full force and effect according to its termsOption-Holder.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Target Company and its businessSeller Representative shall use their good faith efforts to respond to the Purchaser Parties’ due diligence requests in a timely manner. Each Party agrees that (i) Purchaser shall have until 5:00 p.m. on April 30, as among other things2025, the schedules to this Agreement have not been completed and attached to this Agreement conduct additional due diligence (the “SchedulesDue Diligence Period”). The ) on the Target Company to determine whether any facts exist that would result, individually or in the aggregate, in a reduction of the valuation of the Target Company by an amount equal to or greater than five percent (5%) of the Contribution Consideration (such 5% reduction in valuation, a “Material Reduction”) and (ii) notwithstanding anything herein to the Shareholder hereby agree to provide contrary, the completed Target Company shall deliver the Company Disclosure Schedules to the Buyer no later than ten (10) Business Days after Purchaser following the Agreement Date (the “Schedule Delivery Date”)execution of this Agreement. In connection with the delivery of the completed Schedules, It is hereby acknowledged and agreed that all disclosures in the Company Disclosure Schedules delivered by the Target Company shall be deemed to modify and Shareholder shall certify that qualify all of the representations and warranties provided in connection with such Schedules are true and correct as set forth herein for all purposes of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules this Agreement, subject to the Buyer by the Scheduled Delivery Date, then Buyer shall have the Purchaser’s right to terminate this Agreement at any time under this Section 6.3. On or prior to the delivery expiration of the completed and certified Schedules Due Diligence Period, if the Purchaser wishes to assert that a Material Reduction in the valuation of the Target Company has been identified Purchaser shall deliver to the Buyer. The Target Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review Seller Representative a written notice containing Purchaser’s good faith calculation of the Company as limited below, including, but not limited to have Material Reduction in the Company’s assets appraised by a third party and to have the financials valuation of the Target Company reviewed in reasonable detail, including a list of each fact that Purchaser contends would result in such Material Reduction and audited, and if, on or prior the portion of the Material Reduction attributable to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date such fact (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RCReduction Notice”). If Buyer determines, the Purchaser does not deliver a Reduction Notice in its sole accordance with the terms and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate conditions of this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, then the Purchaser on behalf of all of the Due Diligence Expiration Date, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Purchaser Parties shall be released of all obligations, each deemed to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, have waived its right to terminate this Agreement pursuant to this Section 1.5 on 6.3. If the Target Company and Seller Representative disagrees with any element of or before 6:00 p.m.fact or amount set forth in the Reduction Notice, ETthe Target Company and Seller Representative shall deliver to Purchaser a statement setting forth its disagreement thereto in reasonable detail (a “Disagreement Statement”). If a Disagreement Statement is not delivered by the Target Company and/or Seller Representative within fifteen (15) Business Days of receipt of the Reduction Notice, on then Seller will have waived their right to contest the Due Diligence Expiration DateReduction Notice and Purchaser may, in its sole discretion, terminate the Agreement pursuant to Section 8.18.1(g). If a Disagreement Statement is delivered within such fifteen (15) Business Day period, then Seller Representative and Purchaser shall negotiate in good faith to resolve all issues set forth in the Reduction Notice and in the Disagreement Statement for a period of thirty (30) days thereafter. If Seller Representative and Purchaser do not reach a final resolution within such thirty (30) day period, then the condition Parties shall refer the dispute to an independent third-party valuation firm with no material current or prior business or personal relationship with any Party or their Affiliates which is mutually decided by the Purchaser and the Target Company (the “Valuation Firm”), for valuation purposes. The Target Company and the Purchaser agree to execute, if requested by the Valuation Firm, a reasonable engagement letter with respect to the determination to be made by the Valuation Firm. All fees and expenses of the Valuation Firm will be borne one hundred percent (100%) by (i) Target Company, if the Valuation Firm determines that a Material Reduction exists; or (ii) Purchaser, if the Valuation Firm determines that a Material Reduction does not exist. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with the review and preparation of the Reduction Notice and Disagreement Statement and in connection with the review by the Valuation Firm shall be borne by the Purchaser Party or the Target Company based on who incurred such costs. The Valuation Firm will determine only those issues in the Reduction Notice or the Disagreement Statement that are still in dispute. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed items by the Purchaser and Target Company and not on the Valuation Firm’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Valuation Firm by the Purchaser or the Target Company in connection with such presentations and any materials delivered to the Valuation Firm in response to requests by the Valuation Firm. Target Company and the Purchaser will use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed items, and each of the Purchaser and the Target Company will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm will be bound by the provisions of this Agreement. It is the intent of the Parties hereto that the activities of the Valuation Firm in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). Target Company and the Purchaser will request that the Valuation Firm’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth herein shall be deemed satisfied in a written statement delivered to the Purchaser and the remainder Target Company and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). If the Valuation Firm determines that there exists a Material Reduction, Purchaser may terminate the Agreement pursuant to Section 8.18.1(g), provided that the Target Company have failed to remedy the identified issues within thirty (30) days of this Agreement shall remain in full force and effect according to its termsreceipt of the written statement of the Valuation Firm’s determination.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as From the date of this Agreement until the earlier of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects termination of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (as provided herein) or the “Closing, Buyer may conduct such due diligence, studies, tests and inspections of the Property as Buyer deems appropriate, including, without limitation, physical inspections of the Property, contract review, review of the Schedules”), review of the Hotel Business and its operations, and review of legal, title, environmental and survey matters relating to the Property. The Company period of time commencing on the date Seller makes its Due Diligence Delivery (as hereinafter defined) and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than expiring ten (10) Business Days business days later shall be referred to as the “General Due Diligence Period”. The period of time commencing on the date of this Agreement and expiring on the earlier of (i) three (3) business days after buyer receives the Title Report (as hereinafter defined), and (ii) 25 days after the date of this Agreement Date (shall be referred to as the “Schedule Delivery DateTitle Due Diligence Period”). In connection with The period of time commencing on the delivery date of this Agreement and expiring 30 days thereafter shall be referred to as the “Environmental Due Diligence Period”. Each of the completed SchedulesGeneral Due Diligence Period, the Company Title Due Diligence Period and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct Environmental Due Diligence Period is hereinafter referred to singly as of the Schedule Delivery Datea “Due Diligence Period”. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at At any time prior to the delivery expiration of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “General Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item informationPeriod, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts notify Seller and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver Escrow Agent of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions intention (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that ) not to proceed with this transaction for any reason or no reason. At any time prior to the Company and its assets and business is unsatisfactory to Buyerexpiration of the Title Due Diligence Period, Buyer shall have the right may notify Seller and Escrow Agent of Buyer’s intention (in its sole and absolute discretion) not to give notice proceed with this transaction for any matter relating to the Shareholder and state of title to the Company electing Property (other than the Initial Permitted Title Matters, as hereinafter defined, or matters that do not materially interfere with the Use). At any time prior to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on expiration of the Environmental Due Diligence Expiration DatePeriod, Buyer may notify Seller and Escrow Agent of Buyer’s intention (in such event its sole and absolute discretion) not to proceed with this transaction for any matter relating to the environmental condition of the Property (other than for any matter described in that certain Phase I Environmental Site Assessment report prepared by EMG and dated June 16, 2000 (the “Environmental Report”) which is not listed on Exhibit F hereto). Upon delivery by Buyer of any notice described above in this Section 4.3 of Buyer’s determination not to proceed with this transaction, the Escrow Agent shall return within three (3) business days of its receipt of such notice release the Deposit E▇▇▇▇▇▇ Money Deposit, together with any interest earned thereon, to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”)Buyer, and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full thereafter be null and void and of no further force and or effect according to its terms(other than provisions that by their terms expressly survive any termination of this Agreement).

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement BUYER shall have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after 45 days from the Agreement Date (as a “Due Diligence Period”. During the “Schedule Delivery Date”). In connection with the delivery of the completed SchedulesDue Diligence Period, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer BUYER shall have the right to terminate this Agreement at any time prior enter upon and have access to and from the Premises and may investigate and review the Premises and conduct, or have its representatives conduct, customary due diligence, inspections and testing with respect to the delivery of Premises as BUYER deems appropriate or desirable, the completed SELLER Deliverables, the Assets to be purchased hereunder and certified Schedules undertake such other investigations as BUYER deems necessary or appropriate to determine whether or not the Buyerpurchase is feasible. The Company SELLER shall be available for responding to BUYER’S questions at all reasonable times during the Due Diligence Period, and Shareholder hereby agree SELLER shall cooperate and make available to BUYER such information and materials that Buyer are within SELLER’S possession or control and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited beloware reasonably requested by BUYER, including, but not limited without limitation, zoning analysis, zoning letter, Phase I or Phase II environmental audits, environmental or soil reports, title commitments or policies, title reviews, surveys, property condition reports, engineering reports, architectural drawings, plans and specifications and contracts related to have the Company’s assets appraised original and current construction. Any and all costs incurred for such due diligence shall be borne by a third party and to have the financials of the Company reviewed and auditedBUYER. If, and if, on or prior to 6:00 p.m., ET, on the date that is thirty within two (302) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after expiration of the Due Diligence Expiration Date Period, BUYER by written notice to SELLER terminates this Agreement, for any reason or the contingency herein has been waived. For clarificationno reason, the Seller e▇▇▇▇▇▇ money shall make available redacted customer contracts so that Buyer may verifybe immediately returned to BUYER and BUYER shall have no liability to SELLER. IF BUYER FAILS TO SERVE SUCH NOTICE ON SELLER WITHIN SAID TIME AFTER THE DUE DILIGENCE PERIOD, among other thingsTHIS AGREEMENT SHALL REMAIN IN EFFECT. BUYER may, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond at any time during the Due Diligence Limitations prior to Period, provide written termination of the Due Diligence Expiration Date, the waiver Period or this Agreement to SELLER for any reason or no reason. Upon notice of termination of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyer, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on Agreement during the Due Diligence Expiration DatePeriod, and in such event the Escrow Agent shall return the Deposit to the Buyer and the Parties e▇▇▇▇▇▇ money shall be released of all obligations, immediately returned to BUYER and BUYER and SELLER shall have no further liability to each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on the Due Diligence Expiration Date, then the condition except as otherwise expressly set forth herein shall be deemed satisfied and the remainder of this Agreement shall remain in full automatically terminate and be of no further force and effect according to its termsor effect.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as Due to the resurgence of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company COVID-19 cases and the Shareholder hereby agree difficulty in obtaining the desired tests, surveys, reports and other forms of Due Diligence required by Purchaser to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedulessufficiently perform it’s Due Diligence, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer Purchaser shall have ninety (90) calendar days following the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Effective Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence LimitationsPeriod”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein), or such extension of time as the Buyer’s waiver of right not Parties may agree in writing to cancel the transaction under the loan contingency, then the Company review and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesapprove, in its Purchaser’s sole and absolute discretion, that the Company feasibility of Purchaser’s acquisition of the Properties based on Purchaser’s own inspection, review, and its assets analysis of the Properties (“Purchaser’s Due Diligence”). Purchaser may perform such Due Diligence as it determines, including: (a) Title. Purchaser may examine a Title Report(s) and business is unsatisfactory all exceptions to Buyerthe Title Report(s) issued by Escrow Agent, Buyer together with a current ALTA survey. Purchaser shall have ten (10) calendar days from its receipt of the right Title Report(s) and survey in which to give notice review and notify Seller of its approval, conditional approval, or disapproval of the title matters disclosed in the Title Report(s). If Purchaser timely notifies Seller of specific defects within such ten (10) day period, Seller will have ten (10) calendar days after receipt of Purchaser’s notification of any defect in which to advise Purchaser that: (i) Seller will remove any objectionable exceptions to title or obtain appropriate endorsements to the Shareholder Title Policy on or before the Closing Date; or (ii) Seller will not cause the exceptions to be removed. If Seller does not deliver its response notice within the ten (10) calendar day period, Seller is required to make an election in writing and to notify the Company electing Purchaser and Escrow Agent of it’s election. If Seller advises Purchaser that it will not cause the exceptions to terminate this Agreementbe removed, provided such notice is delivered no later than 6:00 p.m., ET, on Purchaser will have until the expiration of the Due Diligence Expiration DatePeriod to elect, as its sole remedy, to (x) proceed with the purchase and in acquire the Properties subject to such event the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials exceptions without reduction in the Buyer’s possessionPurchase Price, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to or (y) terminate this Agreement pursuant by written notice to this Section 1.5 on or before 6:00 p.m.Seller and Escrow Agent, ET, on in which case the Deposit and any interest thereon will be returned to Purchaser and the Escrow cancellation costs will be borne by Purchaser. If Purchaser does not give Seller notice of its election within the Due Diligence Expiration DatePeriod required above, then the condition set forth herein shall Purchaser will be deemed satisfied and to have elected to proceed with the remainder of transaction contemplated under this Agreement shall remain in full force and effect according to its terms.Agreement;

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer A. Purchaser shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on Sixty (60) days from the date that is thirty (30) days after Seller delivers the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access Disclosure Information to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesdetermine, in its Purchaser's sole and absolute discretion, that whether or not Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} the Company Property is suitable and its assets satisfactory for Purchaser's intended use ("Due Diligence Period"). Purchaser may, at Purchaser's sole and business is unsatisfactory to Buyerabsolute discretion, Buyer shall have the right to give notice to the Shareholder and the Company electing to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on extend the Due Diligence Expiration DatePeriod up to an additional Thirty (30) days by providing written notice to Seller, prior to the expiration of the initial Thirty (30) days, of Purchaser's intent to extend the Due Diligence Period to conclude its inspection and analysis of the Property as herein provided. If Purchaser so extends the Due Diligence Period, all references herein to "Due Diligence Period" shall refer to the Due Diligence Period as so extended and Purchaser shall pay to Seller at Closing, and in such event the Escrow Agent shall return the Deposit addition to the Buyer and Purchase Price, the Parties shall be released sum of all obligations$600.00 per day for each day that the Due Diligence Period is actually extended, each up to the other hereundermaximum Thirty (30) day extension provided herein ("Extra Charge"). If Purchaser elects to extend the Due Diligence Period as provided herein, other than those obligations specifically stated herein to and concludes its tests and examinations of the survive termination. In Property before expiration of the event Buyer terminates this Agreement pursuant to this Section 1.5maximum Thirty (30) day extension period permitted above, Purchaser shall notify Seller of the Buyer agrees to promptly return all original Company’s due diligence materials provided to date that Purchaser actually concluded the Buyer Due Diligence Period so that an accurate calculation of the Extra Charge can be made and paid over by Purchaser at the Closing (the “"Due Diligence Materials”Termination Notice"), and destroy all other . If Purchaser elects to extend the Due Diligence Materials in Period as permitted above, concludes the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 Due Diligence Period on or before 6:00 p.m.(as evidenced by Due Diligence Termination Notice) expiration of the maximum Thirty (30) day period, ET, on and the Closing (as that term is defined below) occurs less that fifteen (15) days after expiration of the Due Diligence Expiration DatePeriod, then the condition set forth herein Extra Charge shall be deemed satisfied reduced by $600.00 per day for each day that the Closing occurs prior to the fifteen (15) day period; provided, however, that said $600.00 per day reduction of the Extra Charge shall not exceed the amount of Extra Charge actually attributable to Purchaser extending the Due Diligence Period. B. During the Due Diligence Period, Purchaser may conduct any tests and examinations of the remainder Property, at Purchaser's sole cost and expense, which Purchaser deems advisable, including, without limitation, soil boring tests, groundwater samples, geotechnical, environmental tests, exploratory test trenching, and any tests to determine the existence of this Agreement shall remain in full force and effect according to its terms.Hazardous Substances. As used herein, "

Due Diligence Period. The Parties hereto acknowledge (a) With respect to each Seller Acquired Property that has been renovated, Sellers shall provide Buyer a written notice (which may be provided via electronic mail to Buyer’s designated representative identified on Schedule 7) of completion (each such notice, as a “Notice of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “SchedulesCompletion”). The Company and Within ten (10) business days after its receipt of each Notice of Completion, Buyer shall respond to Sellers in writing identifying any Properties that do not, in its reasonable opinion (or the Shareholder hereby agree to provide reasonable opinion of its representatives or agents), meet the completed Schedules RESI Criteria or satisfy all the RESI Specs. Sellers may cure any such defect prior to the applicable Seller Closing Notice, but acknowledge and agree that any home that does not meet the RESI Criteria and satisfy all the RESI Specs shall not, unless otherwise agreed by Buyer and Sellers, be an eligible Additional Property. For the avoidance of doubt, no later home that is rejected by Buyer for failure to meet any RESI Criteria or RESI Spec shall be deemed a “Due Diligence Kick-Out Property” for purposes of this Section 4.2 or may be included in a Seller Closing Notice, unless otherwise agreed by Buyer and Seller. If any Notice of Completion or group of Notices of Completion received during any three (3) business day period relates to 100 or more Properties, then Buyer shall have twenty (20) business days (rather than ten (10) Business Days after business days) to respond to Sellers. Sellers shall cooperate with Buyer in facilitating the Agreement Date foregoing inspection by Buyer. Notwithstanding the foregoing, if an Additional Property was (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time i) acquired from a third-party prior to the delivery Second Closing Notice in respect of the completed Second Closing or the Final Closing Notice Date in respect of the Final Closing and certified Schedules was Stabilized at the time of such acquisition (a “Current Tenanted Property”) and (ii) Buyer has not inspected such Current Tenanted Property to confirm compliance with the Buyer. The Company Renovation Standards, RESI Criteria and Shareholder hereby agree that RESI Specs, Buyer and its representatives Sellers agree (w) that no Notice of Completion shall have be required to be provided regarding such Current Tenanted Property, (x) Sellers shall be entitled to include such Current Tenanted Property in the right to conduct reasonable due diligence review of the Company as limited belowapplicable Seller Closing Notice, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30y) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its sole and absolute discretion, that the Company and its assets and business is unsatisfactory to Buyerapplicable Closing, Buyer shall have the right to reject such Current Tenanted Property and (z) during the Representation Sunset Period, Buyer shall have the right to require the applicable Seller to repurchase such Current Tenanted Property, if such Current Tenanted Property does not comply with the Renovation Standards, RESI Criteria or the RESI Specs. Furthermore, any Current Tenanted Property that Buyer (i) rejects pursuant to subsection (y) above shall not reduce the number of Due Diligence Kick-Out Properties available to Buyer pursuant to Section 4.2(c) or (ii) requires Seller(s) to repurchase pursuant to subsection (z) above shall not be affected by the Materiality Threshold, the Liability Threshold or the Liability Cap, and any such repurchase will not be deemed to be an indemnification obligation under this Agreement and shall not reduce the Liability Cap. Likewise, any prepayment premiums, interest shortfalls, spread maintenance payments, breakage costs or similar amounts related to any Current Tenanted Property required to be paid by Buyer under any Seller Financing Document in connection with Buyer obtaining a release from the Seller Financing that is related to any Property that Sellers are required to repurchase pursuant to subsection (z) above shall be paid by Sellers. Notwithstanding the foregoing, with respect to any tenanted Additional Property that does not qualify as a Current Tenanted Property (an “Occupied Property”), Sellers shall give written notice to Buyer of any Occupied Property thirty (30) days before such Occupied Property is eligible to be included in a Seller Closing Notice. Within thirty (30) days after its receipt of such notice, Buyer shall respond to Sellers in writing identifying any Occupied Properties that do not, in its reasonable opinion (or the Shareholder reasonable opinion of its representatives or agents), meet the RESI Criteria or satisfy all the RESI Specs. Sellers may cure any such defect prior to including in the applicable Seller Closing Notice, but acknowledge and agree that any home that does not meet the Company electing RESI Criteria and satisfy all the RESI Specs shall not, unless otherwise agreed by Buyer and Sellers, be an eligible Additional Property. Sellers shall cooperate with Buyer in facilitating the inspection of the Occupied Properties by Buyer. If Buyer does not respond within such thirty (30) day period such Occupied Properties may be included by Sellers in a Closing Notice. If Buyer confirms that such Occupied Properties meet the RESI Criteria and satisfy the RESI Specs, such Occupied Properties shall be included by Sellers in a Seller Closing Notice. If an Occupied Property cannot reasonably be inspected within the thirty (30) day period, it shall not be included in the applicable Seller Closing Notice. Any disputes as to terminate this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, whether an Occupied Property meets the RESI Criteria or satisfies the RESI Specs shall be subject to the dispute resolution process set forth in subsection (c)(iv) below. (b) Buyer shall have a period beginning on the Due Diligence Expiration Datedate of the delivery of the Seller Closing Notice, and with respect to each subsequent Closing, and, in such event each case, ending on the Escrow Agent shall return the Deposit date that is five (5) business days prior to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive termination. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer applicable Closing Date (the “Due Diligence MaterialsPeriod”) to review the applicable Properties with respect to such Closing and to review the books and records, title reports and leases relating to such Properties and to perform any other inspections or testing deemed necessary or appropriate by Buyer. Sellers agree to deliver to Buyer and its agents substantially all of the information and documentation described on Schedule 6 attached hereto, with respect to the Additional Properties, concurrently with the delivery of the Seller Closing Notice with respect to such Properties. All due diligence costs and expenses, including the cost related to obtaining third party reports, shall be paid by Buyer. (i) If prior to the end of the Due Diligence Period, Buyer identifies one or more Properties with respect to the applicable Closing (A) that it for any reason or no reason chooses not to purchase, then to the extent that the aggregate Property Purchase Prices of such affected Properties do not exceed an aggregate of two and one-half percent (2.5%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the VMP Transaction and two and one-half percent (2.5%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the MSR II Transaction, Buyer shall have the right (on a non-crossed basis as between Sellers) to promptly notify VMP or MSR II, as applicable, in writing of such Property or Properties identified (each such Property, a “Due Diligence 2.5% Kick-Out Property”) and (B) that, in Buyer’s reasonable discretion, do not satisfy the Property Representations to an extent that exceeds the Materiality Threshold, then to the extent that the aggregate Property Purchase Prices of such affected Properties do not exceed seven and one half percent (7.5%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the VMP Transaction and seven and one-half percent (7.5%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the MSR II Transaction, Buyer shall have the right (on a non-crossed basis as between Sellers) to promptly notify VMP or MSR II, as applicable, in writing of such Property or Properties identified (each such Property, a “Due Diligence 7.5% Kick-Out Property” and, together with any Due Diligence 2.5% Kick-Out Property, collectively, the “Due Diligence Kick-Out Properties” or individually, a “Due Diligence Kick-Out Property”). For the avoidance of doubt, and destroy all other the number of Properties that Sellers are committed to offer (or make a good faith effort to offer, subject to market conditions, as the case may be) for sale to Buyer at each Closing shall be reduced by the number of Due Diligence Materials in 2.5% Kick-Out Properties that otherwise meet the Buyer’s possession, including all copies thereof, RESI Specs and upon request comply with the RESI Criteria but that are nevertheless identified by Buyer for removal from the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, applicable Transaction with respect to terminate this Agreement such Properties pursuant to this Section 1.5 4.2(c)(i). (ii) Buyer shall be required to deliver notice (the “Diligence Kick-Out Notice”) indicating the Due Diligence Kick-Out Property or Properties promptly upon such identification, but in no event later than the end of the Due Diligence Period with respect to the applicable Closing. Buyer shall have the right, at its sole election exercisable by written notice to the applicable Seller on or before 6:00 p.m.the applicable Closing Date, ET(1) to exclude any or all Due Diligence 2.5% Kick-Out Properties from the applicable Closing of either the VMP Transaction or MSR II Transaction for any reason, as applicable, and (2) in the event that the applicable Seller has failed to cure the matters identified by Buyer in the Diligence Kick-Out Notice on our prior to the applicable Closing Date, to exclude any or all Due Diligence 7.5% Kick-Out Properties with uncured matters that exceed the Materiality Threshold from the applicable Closing of either the VMP Transaction or MSR II Transaction, as applicable. Upon Buyer’s exclusion of one or more Due Diligence Kick-Out Properties, (x) the applicable Purchase Price with respect to the Closing of the VMP Transaction or MSR II Transaction, as applicable, shall decrease by the aggregate Property Purchase Prices of such excluded Due Diligence Kick-Out Properties, and (y) the Seller Financing shall be reduced by seventy five percent (75%) of the aggregate Property Purchase Prices of the Due Diligence Expiration DateKick-Out Properties. For the avoidance of doubt, Buyer’s right to exclude Due Diligence Kick-Out Properties under this Section 4.2 shall be limited to an aggregate amount of Properties with aggregate Property Purchase Prices that do not exceed ten percent (10%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the VMP Transaction and ten percent (10%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the MSR II Transaction. (iii) Notwithstanding subclause (i), in the event that Buyer identifies, prior to the end of the applicable Due Diligence Period, Due Diligence Kick-Out Properties with aggregate Property Purchase Prices that exceed ten percent (10%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the VMP Transaction or ten percent (10%) of the aggregate Purchase Price with respect to the then current and all preceding Closings of the MSR II Transaction, then Buyer may, as its sole remedy, terminate this Agreement (on a non-crossed basis as between Sellers) and (x) neither Buyer nor the applicable Seller shall have any further obligation with respect to such Transaction and (y) the applicable Seller shall be entitled to retain the portion of the Non-Refundable Deposit allocable to such terminated Transaction, together with any interest earned thereon. (iv) Any dispute between Sellers and Buyer as to whether a Property satisfies the RESI Criteria or the RESI Specs pursuant to Section 4.2(a), shall in each case be decided by a panel of three (3) real estate brokers who are each qualified and have not less than five (5) years’ experience in the applicable market where the Property is located. In order to dispute Buyer’s determination that a Property does not satisfy the RESI Criteria and/or the RESI Specs, the applicable Seller must provide written notice to the Buyer’s Representative identifying each Property Seller believes (contrary to Buyer’s opinion) satisfies the RESI Criteria and all of the RESI Specs. Within two (2) business days of Seller’s delivery of such notice, the applicable Seller shall select one (1) real estate broker, Buyer shall select one (1) real estate broker and, within two (2) additional business days thereafter, the two (2) real estate brokers selected by the applicable Buyer and Seller shall select the third real estate broker. Within five (5) business days of the formation of the three real estate broker panel, such panel shall determine if the applicable Property satisfies the RESI Criteria and all of the RESI Specs. The decision of the majority of such real estate broker panel shall be final and binding upon the parties, with the cost of such brokers being borne by the party advocating the position not adopted by a majority of the brokers. If the panel does not provide its decision to the applicable Buyer and Seller by the earlier of (i) the time period specified above or (ii) two (2) business days prior to the end of the applicable Due Diligence Period, then the condition set forth herein Buyer’s determination shall control and the applicable Property shall not be an eligible Additional Property, shall not be included in the applicable Closing Notice and shall not be deemed a “Due Diligence Kick-Out Property” for purposes of Section 4.2, and the cost of the brokers shall be deemed satisfied borne half by Buyer and half by the remainder of this Agreement shall remain in full force and effect according to its termsapplicable Seller.

Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer A. Purchaser shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on Sixty (60) days from the date that is thirty (30) days after Seller delivers the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access Disclosure Information to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determinesdetermine, in its Purchaser's sole and absolute discretion, whether or not the Property is suitable and satisfactory for Purchaser's intended use ("Due Diligence Period"). Purchaser may, at Purchaser's sole and absolute discretion, extend the Due Diligence Period up to an additional Thirty (30) days by providing written notice to Seller, prior to the expiration of the initial Thirty (30) days, of Purchaser's intent to extend the Due Diligence Period to conclude its inspection and analysis of the Property as herein provided. If Purchaser so extends the Due Diligence Period, all references herein to "Due Diligence Period" shall refer to the Due Diligence Period as so extended and Purchaser shall pay to Seller at Closing, and in addition to the Purchase Price, the sum of $600.00 per day for each day that the Company Due Diligence Period is actually extended, up to the maximum Thirty (30) day extension provided herein ("Extra Charge"). If Purchaser elects to extend the Due Diligence Period as provided herein, and concludes its assets tests and business examinations of the Property before expiration of the maximum Thirty (30) day extension period permitted above, Purchaser shall notify Seller of the date that Purchaser actually concluded the Due Diligence Period so that an accurate calculation of the Extra Charge can be made and paid over by Purchaser at the Closing (the "Due Diligence Termination Notice"). If Purchaser elects to extend the Due Diligence Period as permitted above, concludes the Due Diligence Period on or before (as evidenced by Due Diligence Termination Notice) expiration of the maximum Thirty (30) day period, and the Closing (as that term is unsatisfactory defined below) occurs less that fifteen (15) days after expiration of the Due Diligence Period, then the Extra Charge shall be reduced by $600.00 per day for each day that the Closing occurs prior to Buyerthe fifteen (15) day period; provided, Buyer however, that said $600.00 per day reduction of the Extra Charge shall have not exceed the amount of Extra Charge actually attributable to Purchaser extending the Due Diligence Period. Seller's Initials: Purchaser's Initials: B. During the Due Diligence Period, Purchaser may conduct any tests and examinations of the Property, at Purchaser's sole cost and expense, which Purchaser deems advisable, including, without limitation, soil boring tests, groundwater samples, geotechnical, environmental tests, exploratory test trenching, and any tests to determine the existence of Hazardous Substances. As used herein, "Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or materials, any pollutants or contaminates (including, without limitation, asbestos and raw materials which include hazardous components), or other similar substances, or materials which are included under or regulated by any local, state or federal law, rule, ordinance or regulation pertaining to environmental regulation, contamination or clean-up. Seller hereby grants to Purchaser the right of access during the term hereof to give notice any consultants, designers, contractors, engineers, surveyors or other agents or representatives used by Seller in generating or assembling any of the Disclosure Information or other due diligence materials relating to the Shareholder Property (collectively, "Consultants"). To assist Purchaser in obtaining access to the Consultants, Seller agrees to (i) include a list (including contact names and telephone numbers) of the Company electing Consultants in the Disclosure Information; and (ii) waive any actual or perceived conflict of interest in Purchaser having access to terminate the Consultants and their information, knowledge and work product related to the Property during the term of this Agreement, provided such notice is delivered no later than 6:00 p.m., ET, on and to any of the Due Diligence Expiration Date, and Consultants subsequently being employed by Purchaser in such event connection with Purchaser's acquisition and/or development of the Escrow Agent shall return the Deposit to the Buyer and the Parties shall be released of all obligations, each to the other hereunder, other than those obligations specifically stated herein to the survive terminationProperty. In the event Buyer terminates this Agreement pursuant to this Section 1.5, the Buyer agrees to promptly return all original Company’s due diligence materials provided to the Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials Purchaser notifies Seller in the Buyer’s possession, including all copies thereof, and upon request by the Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to terminate this Agreement pursuant to this Section 1.5 on or before 6:00 p.m., ET, on writing within the Due Diligence Expiration DatePeriod that Purchaser is not satisfied, in Purchaser's sole discretion, with Purchaser's inspection of the Property and that Purchaser does not intend to proceed with the purchase of the Property, then the condition E▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, less the Extra Charge in the event the Due Diligence Period was extended, and this Agreement shall automatically terminate and be null and void and neither party shall have any further liability or obligation hereunder. Purchaser shall assume all risks involved in the entry upon the Property for the performance of such activities and shall defend, indemnify and hold Seller harmless from and against any loss or expense incurred due to bodily injury or death to persons or damage to property or parties arising out of or in connection with the exercise of Purchaser’s rights hereunder, provided, however, that such loss or expense does not occur due to the negligence, acts or omissions of Seller, or any of its employees, agents or representatives. Seller's Initials: Purchaser's Initials: C. Upon the expiration of the Due Diligence Period the E▇▇▇▇▇▇ Money shall become non-refundable and shall be applied to the Purchase Price at Closing, except (i) in the event Seller fails or refuses to close the sale of the Property, or (ii) in the event Seller fails or refuses to deliver marketable title or cure a Title Defect(s), in accordance with Section 5, or (iii) failure of a Condition Precedent (as defined below), or (iv) in the event of Seller default hereunder, or (v) as otherwise provided herein. D. Except as expressly set forth herein shall in this Agreement or in the documents to be deemed satisfied executed by Seller at Closing as contemplated by Section 8 hereof, other than the Easement Agreement (the "Closing Documents"), the Property is being sold and conveyed to Purchaser “as is” and “with all faults.” Except as expressly set forth in this Agreement or in the remainder Closing Documents, Seller has not made, does not make, and hereby disclaims any and all express or implied representations and warranties regarding or relating to: the condition of the Property; its suitability for any particular purpose; the susceptibility to flooding of the Land; the value or marketability of the Property; the projected income or expenses of the Property; the zoning classification, or use and occupancy restrictions applicable to the Property; the current manner of operation of the Property; the compliance of the Property with environmental laws, and laws and regulations relating to hazardous substances and toxic wastes; and all matters affecting or relating to the Property. Purchaser acknowledges that, except as expressly set forth in this Agreement or in the Closing Documents, no such representations or warranties, express or implied, have been made by Seller, or by any other person representing or purporting to represent Seller. Purchaser acknowledges that any representations or warranties made in Section 9 of this Agreement shall remain survive Closing for nine (9) months after Closing as set forth in full force and effect according Section 9 of this Agreement. By proceeding with the acquisition of the Property following the Due Diligence Period, Purchaser confirms that it has investigated all of the matters relating to the Property to its terms.satisfaction, and is acquiring the Property in “as is” condition, subject to the provisions of this Agreement, and Seller's representation and warranties set forth in Section 9 of this Agreement. In agreeing to purchase the Property “as is” and without representation or warranty, express or implied, except as expressly set forth in this Agreement or in the Closing Documents, Purchaser acknowledges and represents that it has factored the “as is” condition of the Property into the price it has hereby agreed to pay for the Property. From and after the Closing Date, Purchaser does hereby waive any and all claims, demands, causes of action and other liabilities of or against Seller with respect to the condition of the Property in violation of federal, state or other applicable law, except for claims made by Purchaser within nine (9) months after Closing as provided in Section 9, arising from the breach of a representation or warranty made by Seller in Section 9, and except for claims made by Purchaser arising from the breach of a representation or warranty made by Seller in any of the Closing Documents. The terms and covenants of this Subsection 6.D. shall survive the Closing. Seller's Initials: Purchaser's Initials: