Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. 12.1 If the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach sale contemplated hereby is the non-payment not consummated because of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, a default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in its obligation to purchase the Membership Interests in accordance with the terms of this agreement. 12.2 If this agreement Agreement, and if such default is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the not cured within ten (10) days from written notice thereof from Seller to Purchaser, then: (a) this Agreement shall forthwith terminate; (b) the Deposit shall be obliged paid to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the retained by Seller as liquidated damages; and (c) Seller and Purchaser shall be created or come into existence by virtue of this agreementhave no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE MEMBERSHIP INTERESTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to payconsummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on due date any instalment behalf of Purchaser herein shall have been materially incorrect when made or other moneys which when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser may be required to payand the Escrow Agent written notice thereof, in terms hereof which event neither party shall have any further rights, duties or obligations hereunder (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it except to the Seller. No lease or other right extent this Agreement may specifically provide for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof Purchaser) and the Seller shall be entitled to accept receive the ▇▇▇▇▇▇▇ Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such payments without prejudice to its rights of cancellation as aforesaiddefault. If such dispute is decided in favour Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Seller then such amounts so received by the Seller after cancellation as aforesaid Letter of Credit shall be deemed returned to have been paid to the Seller prior to cancellationPurchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser defaults in its obligation to proceed to Closing in accordance with this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice of the Purchaser fails same, then Seller shall have the right to payterminate this Agreement by written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on due or before the date any instalment or other moneys that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit documentation provided by Seller in paragraph 4 of accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the Schedule of Particulars) or commits any other breach of any of difference between the terms Purchase Price and conditions of this agreement (or of any of the rules and regulations to which gross purchase price paid by the Purchaser is subject in respect of the Property or Building, including the Unit), the Successor Purchaser. Seller shall be entitled without prejudice to any other remedies that it may have at law, if the provide Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days with correct and complete copies of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered documentation reasonably requested by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending connection with the determination of such dispute, the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be obliged calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to continue to pay all amounts payable by him in terms the other party under this Agreement, except for obligations that expressly survive termination of this agreement on Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller then such amounts so received by hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the Seller after cancellation as aforesaid damages described in this Section 8.2. This Section 8.2 shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms survive any termination of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by lawAgreement.

Purchaser’s Default. 12.1 If the Purchaser fails defaults under this Contract and such default continues uncured for a period of five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to pay, on due date any instalment or other moneys which the Purchaser may cure shall be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other for breach of any of Purchaser obligations due to be performed at Closing and the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unitsame shall immediately allow Seller’s remedies), the then Purchaser shall be in material breach and Seller shall be entitled without prejudice entitled, as Seller’s sole and exclusive remedy, to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of terminate this Contract by giving written notice calling upon the to Purchaser to do so: 12.1.1 to cancel this agreementbefore Purchaser has in fact cured such default, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the whereupon Seller shall be entitled to accept such payments without prejudice receive the ▇▇▇▇▇▇▇ Money Deposit and the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit to its rights of cancellation as aforesaidSeller. If such dispute is decided in favour Seller and Purchaser acknowledge and agree that delivery of the Seller then such amounts so received by the Seller after cancellation as aforesaid ▇▇▇▇▇▇▇ Money Deposit shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms liquidated damages for Purchaser’s breach of this clause Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall not any officer, director, agent or employee of Purchaser or its partners be entitled to claim or receive any compensation whatsoever from the Seller personally liable for any alterations, additions of Purchaser’s obligations under this Contract or improvements effected the documents to or on be delivered at the Unit save only as otherwise provided by lawClosing.

Purchaser’s Default. 12.1 If the Purchaser fails sale and purchase of the Property contemplated by this Agreement is not consummated because of Purchaser’s default, failure or refusal to payperform hereunder, on due date any instalment or other moneys which the Purchaser may Seller shall be required entitled, as its sole and exclusive remedy hereunder, to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 ▇▇▇▇▇▇▇ Money as full and complete liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default. Seller’s receipt of the Schedule ▇▇▇▇▇▇▇ Money, to the extent paid, is intended not as a penalty, but as full liquidated damages. The right to retain such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of Particularsdefault hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Purchaser: (i) for specific performance of this Agreement, or commits (ii) to recover actual damages in excess of such sums. Purchaser hereby waives and releases any other breach right to (and hereby covenants that it shall not) ▇▇▇ Seller to seek or claim a refund of such sums (or any part thereof) on the grounds that such amount is unreasonable in amount and exceeds Seller’s actual damages or that the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. No partner, member in or agent of Purchaser, nor any advisor, manager, member, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a partner in Purchaser shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the terms and conditions of this foregoing made at any time or times, heretofore or hereafter, or in or with respect to any document, agreement (or of any of instrument delivered at Closing. Notwithstanding anything contained herein to the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit)contrary, the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. Subsection 12.2 If this agreement is cancelled as hereinbefore provided, shall survive Closing and the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour delivery of the Purchaser shall be created or come into existence by virtue Deed and termination of this agreementAgreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided event that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in default with respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any of his or her obligations contained in this Agreement (other remedies that it may have at law, if than paragraph 2(d) hereof) or in the Purchaser Occupancy Licence on or before the Title Transfer Date and fails to remedy such breachdefault forthwith, if such default is a monetary default and/or pertains to the execution and delivery of documentation required to be given to the Vendor on the Occupancy Date or non- payment the Title Transfer Date, or within 7 five (seven5) days of dispatch of written notice calling upon the Purchaser being so notified in writing with respect to do so: 12.1.1 any other non-monetary default, then the Vendor, in addition to cancel this agreement(and without prejudice to) any other rights or remedies available to the Vendor (at law or in equity) may, retake possession at its sole option, unilaterally suspend all of the Purchaser’s rights, benefits and privileges contained herein (including without limitation, the right to make colour and finish selections with respect to the Unit as hereinbefore provided or contemplated), and/or unilaterally declare this Agreement and the Occupancy Licence to be terminated and of no further force or effect. All monies paid hereunder (including the deposit monies paid or agreed to be paid by the Purchaser pursuant to this Agreement which sums shall be accelerated on demand of the Vendor), together with any interest earned thereon and monies paid or payable for extras or upgrades or changes ordered by the Purchaser, whether or not installed in the Unit, shall be forfeited to the Vendor. The Purchaser agrees that the forfeiture of the aforesaid monies shall not be a penalty and it shall not be necessary for the Vendor to prove it suffered any damages in order for the Vendor to be able to retain the aforesaid monies. The Vendor shall in such event still be entitled to claim all damages suffered from the Purchaser in addition to any monies forfeited to the Vendor. The aforesaid retention of monies is in addition to (and without prejudice to) any other rights or remedies available to the Vendor at law or in equity. In the event of the termination of this Agreement and/or the Occupancy Licence by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts ’s default as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementaforesaid, then pending the determination of such dispute, the Purchaser shall be obliged to continue forthwith vacate the Unit (or cause same to pay be forthwith vacated) if same has been occupied (and shall leave the Unit in a clean condition, without any physical or cosmetic damages thereto, and clear of all amounts payable by him garbage, debris and any furnishings and/or belongings of the Purchaser), and shall execute such releases and any other documents or assurances as the Vendor may require, in terms order to confirm that the Purchaser does not have (and the Purchaser hereby covenants and agrees that he/she does not have) any legal, equitable or proprietary interest whatsoever in the Unit and/or the Property (or any portion thereof) prior to the completion of this agreement transaction and the payment of the entire Purchase Price to the Vendor or the Vendor’s solicitors as hereinbefore provided, and in the event the Purchaser fails or refuses to execute same, the Purchaser hereby appoints the Vendor to be his or her lawful attorney in order to execute such releases, documents and assurances in the Purchaser’s name, place and stead, and in accordance with the provisions of the Powers of Attorney Act or the Substitute Decisions ▇▇▇, ▇▇▇▇, as amended, the Purchaser hereby declares that this power of attorney may be exercised by the Vendor during any subsequent legal incapacity on the due dates thereof part of the Purchaser. In the event the Vendor’s Solicitors or an Escrow Agent is/are holding any of the deposits in trust pursuant to this Agreement, then in the event of default as aforesaid, the Purchaser hereby releases the said solicitors or Escrow Agent from any obligation to hold the deposit monies, in trust, and shall not make any claim whatsoever against the said solicitors or Escrow Agent and the Seller shall be entitled Purchaser hereby irrevocably directs and authorizes the said solicitors or Escrow Agent to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of deliver the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid said deposit monies and accrued interest, if any, to the Seller prior to cancellationVendor. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the event that Purchaser fails to pay, on due date any instalment shall be in breach or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach default of any of its obligations under this Agreement thus preventing, or otherwise fail to proceed to, Closing in accordance herewith, and Seller is ready, willing and able to close under this Agreement, then Seller may terminate this Agreement by delivering written notice thereof to Purchaser, and shall retain the terms Deposit (plus any accrued interest thereon), as and conditions for its sole and exclusive remedy in lieu of all other rights and remedies (including the right of specific performance), and as Seller's liquidated damages and not as a penalty, for Purchaser's failure to close and breach of this agreement (Agreement, and Seller, thereafter, shall not have any further liability or obligation to Purchaser hereunder, nor shall Purchaser have any further liability or obligation to Seller hereunder, except for any liabilities or obligations arising under Section 12(c) hereof. Any attendance or appearance at the Closing by either party shall not nullify or void the provision herein for alternative performance by payment of any of the rules liquidated damages as Seller's sole and regulations exclusive remedy. Seller and Purchaser each agrees that actual damages resulting to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the from Purchaser's breach of contract; or 12.1.2 this Agreement would be difficult or impossible to claim measure because of the uncertainties of the real estate market and fluctuations of property values and differences with respect thereto, and that the Deposit is a reasonable estimate of damages. In addition, notwithstanding anything to the contrary in the foregoing, if and in the event that Purchaser has failed to pay the full amount of the Deposit as calculated in accordance with Section 2 hereof (including any additional deposits required hereunder), then Seller may pursue any and all remedies which may be available under law or equity including the right to compel specific performance or immediate payment of and the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationcollect damages. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the event Purchaser shall fail to comply with any of its obligations to be performed by Purchaser hereunder on or prior to the Closing Date, after a thirty (30) day cure period after notice from Seller which includes a reasonably detailed identification of such failure, the ▇▇▇▇▇▇▇ Money and all interest earned thereon shall be paid to Seller as liquidated damages in lieu of all other remedies available to Seller and this Agreement shall become null and void with neither party having any further rights or liabilities hereunder, except as provided for in this Agreement. Seller and Purchaser acknowledge and agree that (i) it would be extremely difficult to accurately determine the amount of damages suffered by Seller as a result of Purchaser's default hereunder; (ii) the ▇▇▇▇▇▇▇ Money and all interest earned thereon is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages for Purchaser's default under this Agreement; and (iii) retention by Seller of such amounts upon Purchaser's default hereunder shall not constitute a penalty or forfeiture. 5.1.1 Notwithstanding anything to the contrary contained in this Section 5.1, Seller and Purchaser agree that this liquidated damages provision is not intended to (i) apply to any default or breach by Purchaser under Article 3 hereof, or (ii) limit Purchaser’s obligations under Section 8.1 hereof. In the event Purchaser fails to payperform or satisfy its obligations under Article 3, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller a default shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall not be deemed to have been paid occurred unless Purchaser has failed to cure such default within thirty (30) days of its receipt of a written notice from Seller specifying the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms nature of this clause default; provided, however, defaults which are not capable of being cured within such 30-day period, the Purchaser shall not be entitled deemed to claim have defaulted under this Agreement if it has commenced to cure the alleged default within such 30-day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured, but in no event shall such cure period exceed ninety (90) days of its receipt of written notice from Seller specifying the nature of default. If Purchaser has not cured or receive any compensation whatsoever from remedied a default under Article 3 within the timeframes provided for herein, the Seller for may seek all remedies available at law or equity, including specific performance and, if Seller prevails on any alterationssuch claim, additions or improvements effected Seller shall be paid its reasonable attorney’s fees as determined by the court in an amount not to or on the Unit save only as otherwise provided by lawexceed $25,000.00.

Purchaser’s Default. 12.1 11.1 If the Purchaser purchaser fails to pay, pay on due date any instalment or other moneys which the Purchaser purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 clause 8 of the Schedule of Particularsschedule) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser purchaser is subject in respect of the Property or Buildingland and/or building, including the Unitunit), the Seller seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch despatch of written notice per prepaid registered or certified post or delivery thereof by hand calling upon the Purchaser purchaser so to do sodo: 12.1.1 11.1.1 to cancel this agreement, retake possession of the Unit and unit and: 11.1.1.1 claim all damages suffered by reason of the Purchaserpurchaser's breach of contract, in which event, pending the determination of such damages, the seller shall be entitled to retain in pledge, as security for the due payment by the purchaser of such damages, all amounts paid by the purchaser in terms of this agreement, and immediately the seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the seller, provided that should such retained amounts exceed the damages so due to the seller, the seller shall refund the excess to the purchaser, but, that should the said damages exceed the said amounts retained, the purchaser shall be obliged to pay the amount of the shortfall to the seller on demand; or 12.1.2 11.1.1.2 claim payment of all arrear payments then due and retain all payments already made by the purchaser to the seller prior thereto, as rouwkoop for damages as agreed in clause 5 of the schedule of particulars; or 11.1.2 to claim specific performance or immediate payment of the full balance of the purchase price, price interest and all other amounts as may be payable by the Purchaser purchaser in terms of this agreement. 12.2 11.2 If this agreement is cancelled as hereinbefore provided, the Purchaser purchaser and all persons claiming a right of occupation through the Purchaserpurchaser, shall forthwith be obliged to vacate the Unit unit and to deliver it to the Sellerseller. No lease or other right of occupation in favour of the Purchaser purchaser shall be created or come into existence by virtue of this agreement. 12.3 11.3 If the Purchaser purchaser disputes the Sellerseller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller seller then such amounts so received by the Seller seller after cancellation as aforesaid shall be deemed to have been paid to the Seller seller prior to cancellation. 12.4 11.4 Should this agreement be cancelled in terms of this clause the Purchaser purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller seller for any alterations, additions or improvements effected to or on the Unit unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the sale contemplated hereby is not consummated because of a default by Purchaser fails in its obligation to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of purchase the Property or Building, including in accordance with the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this agreement is cancelled Agreement, then: (a) this Agreement shall terminate; (b) the Deposit (including any Non-Refundable Amount) shall be paid to and retained by Seller as hereinbefore providedliquidated damages; and (c) except for Purchaser’s Surviving Obligations, the Purchaser Seller and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller's ’s right to cancel this agreement, then pending damages arising due to Purchaser’s failure to purchase the determination of such dispute, Property in accordance with the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on Agreement and shall not limit the due dates thereof and the Seller shall be entitled obligations of Purchaser pursuant to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms Sections 5.1, 5.3, 9.1, 11.8 or 11.18 of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by lawAgreement.

Purchaser’s Default. 12.1 If In the event of a Default by Purchaser fails pursuant to payArticle 12 hereof that is not cured within any applicable notice and cure period, on due date any instalment or other moneys which the Purchaser may be required to payDEVELOPER shall, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other right or remedy available at law or in equity, have the right to elect any or all of the remedies set forth below. In any case, (i) DEVELOPER will be entitled to full payment for services provided up to the time of said Default pursuant to this Agreement; (ii) any Segments that it have been conveyed to Purchaser shall be retained by Purchaser, and the Marketing Agreement shall remain in effect as to such Segments. A. DEVELOPER may temporarily suspend construction of the Project or the Purchaser System, which suspension shall delay the affected Segment Completion Date and the Project Completion Date for the suspension period; or B. DEVELOPER may require additional security to ensure that Purchaser retains the financial and other ability to timely fulfill its obligations under this Agreement. Such security shall be as determined by DEVELOPER in its sole discretion, and may include, without limitation, additional financial guarantees by a Purchaser affiliate or other third party; escrowed funds; letters of credit; or a payment bond. C. DEVELOPER may keep this Agreement in full force and effect, complete any or all of the Segments that have at lawnot yet been Accepted and paid for by Purchaser, if and retain all title and other rights in such Segments, including the right to all revenue earned from such Segments under the Marketing Agreement. DEVELOPER shall notify Purchaser, in writing, when such Segments have been Substantially Completed, and Purchaser shall have the right to purchase such Segments by paying within thirty (30) days thereafter (i) all sums owing hereunder in connection with such Segments; and (ii) any loss, cost, damage or expense incurred by DEVELOPER and arising from Purchaser's Default. Upon such payment, such Segments shall be conveyed to Purchaser as provided herein; D. IF Purchaser fails to remedy such breachprovide additional security as contemplated in Section 13.1B above, default DEVELOPER may terminate this Agreement, and thereafter complete any or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession all of the Unit remaining Segments which Purchaser has not already Accepted, on such terms as it determines in its sole discretion, and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created have no further right, title or come into existence by virtue of this agreementinterest in such Segments. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser fails defaults under this Agreement. Accordingly, if Purchaser has defaulted (other than an insignificant or immaterial default) in the performance of its obligations hereunder (including without limitation, a default in Purchaser's obligation to paydeliver to Seller those documents and other items required under Section 8.2 hereof or to make settlement on the Closing Date) and Seller shall have not defaulted hereunder (other than an insignificant or immaterial default), on due date any instalment or other moneys which then at the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment end of the deposit ten (10) Business Day period following the receipt by Purchaser of a written statement from Seller stating that Purchaser is in paragraph 4 default hereunder, unless Purchaser shall have cured such default during such ten (10) Business Day period, as Seller's sole and exclusive remedy, the Deposit (together with all interest thereon) shall be by Escrow Agent paid over, transferred and assigned to Seller as full, complete, agreed and liquidated damages, and thereupon this Agreement shall terminate and neither party shall have any further obligations hereunder, except for those specifically set forth in this Agreement to survive termination. Seller's retention of the Schedule Deposit (and interest) is intended not as a penalty, but as full liquidated damages, and is Seller's sole and exclusive remedy in the event of Particularsdefault by Purchaser in its obligation to close title hereunder, and (respecting a default by Purchaser in its obligations to close title as provided in this Agreement) or commits Seller hereby waives and releases any other breach of any of the terms right to (and conditions hereby covenants that it shall not) ▇▇▇ Purchaser (i) for specific performance of this agreement Agreement or (or of any of the rules ii) to recover actual damages for default by Purchaser in its obligation to close title as provided in this Agreement. This Section 14.2 sets forth remedies for failure to close and regulations it not intended to which the Purchaser is subject in respect of the Property or Building, including the Unit), the apply to remedies Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails with respect to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance obligations (i) which survive Closing or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms termination of this agreementAgreement, or (ii) which are set forth in or result from any instruments or documents executed and delivered by Purchaser at Closing. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Purchaser fails Deposit (including the initial Deposit and the additional Deposit) within the time periods provided in Section 3.3(a), (ii) at any time prior to payClosing, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect material breach or default of the Property its representations, warranties, covenants or Buildingobligations under this Agreement, including the Unitwhich breach or default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a "Purchaser Default"), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 ten (seven10) days of dispatch after Purchaser's receipt of written notice calling upon of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the Deposit to Seller within two (2) Business Days after such termination, and Seller and Purchaser to do so: 12.1.1 to cancel shall have no further rights or obligations under this agreementAgreement, retake possession of the Unit and claim all damages suffered by reason of the except those which expressly survive such termination. Purchaser's breach of contract; or 12.1.2 obligation to claim specific performance or immediate payment of post the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit Deposit with and to deliver it cause Escrow Agent to disburse the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right Deposit to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept survive such payments without prejudice to its rights of cancellation as aforesaidtermination. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationSELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE AFTER NEGOTIATION THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT THE PARTIES SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to pay, pay on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 clause 5 of the Schedule of Particularsschedule) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Buildingland and/or building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice per prepaid registered or certified post or delivery thereof by hand calling upon the Purchaser so to do so: 12.1.1 do: to cancel this agreement, retake possession of the Unit and and: claim all damages suffered by reason of the Purchaser's breach of contract, in which event, pending the determination of such damages, the Seller shall be entitled to retain in pledge, as security for the due payment by the Purchaser of such damages, all amounts paid by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; or 12.1.2 or claim payment of all arrear payments then due and retain all payments already made by the Purchaser to the Seller prior thereto, as rouwkoop for damages as agreed in clause 5 of the schedule of particulars; or to claim specific performance or immediate payment of the full balance of the purchase price, price interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 . If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 . If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 . Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser shall (a) default in the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit Purchase Price or if Purchaser shall default in paragraph 4 of the Schedule of Particulars) or commits any other breach performance of any of its other obligations to be performed on the terms and conditions of this agreement Closing Date or (or b) default in the performance of any of its material obligations to be performed prior to the rules Closing Date and, with respect to any default under this clause (b) only, such default shall not be cured on or prior to the date that is five (5) Business Days after written notice to Purchaser, Purchaser's attorney and regulations Escrow Agent, then Seller shall have the right to which treat this Agreement as having been breached by Purchaser and Seller's sole and exclusive remedy on account of such breach shall be the right to terminate this Agreement by written notice to Purchaser is subject in or Purchaser's attorney. Upon such termination (i) Purchaser shall forfeit all rights and claims with respect of to the Property pursuant to this Agreement and to the Downpayment and (ii) Escrow Agent shall promptly remit the Downpayment to Seller as Seller's sole and exclusive remedy for a default by Purchaser; and thereupon neither party shall have any obligations or Building, including the Unit), the liabilities hereunder except those that expressly survive termination of this Agreement. Seller shall be entitled without prejudice to any other remedies and Purchaser hereby agree that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged Downpayment to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid be fair and adequate, but not excessive, liquidated damages (and not a penalty) based upon the following considerations which Seller and Purchaser agree would constitute damages to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterationsdefault by Purchaser but which are impossible to quantify, additions to wit: (A) the removal of Seller's leasehold interest in the Property from the real estate market together with the uncertainty of obtaining a new purchaser at the same or improvements effected greater purchase price; (B) the expenses incurred by Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to the maintenance of the Property until it is eventually sold; and (C) all other expenses incurred by Seller as a result of Purchaser's default. Notwithstanding the foregoing the Downpayment is not intended to cap amounts, if any, due Seller in respect of any indemnification from Purchaser that survives termination of or on Closing under this Agreement, including without limitation Purchaser's indemnity under Sections 4 and 26 of this Agreement. In the Unit save only as otherwise provided event of such termination, Purchaser shall immediately destroy or return to Seller for cancellation all due diligence materials, reports and studies delivered to Purchaser by lawSeller or any broker, agent, representative or employee of Seller (without Purchaser retaining copies thereof).

Purchaser’s Default. 12.1 If In the event Purchaser shall fail to comply with any of its obligations to be performed by Purchaser hereunder on or prior to the Closing Date, after a thirty (30) day cure period after notice from Seller which includes a reasonably detailed identification of such failure, the ▇▇▇▇▇▇▇ Money and all interest earned thereon shall be paid to Seller as liquidated damages in lieu of all other remedies available to Seller and this Agreement, including the Option, shall become null and void with neither party having any further rights or liabilities hereunder, except as provided for in this Agreement. Seller and Purchaser acknowledge and agree that (i) it would be extremely difficult to accurately determine the amount of damages suffered by Seller as a result of Purchaser's default hereunder; (ii) the ▇▇▇▇▇▇▇ Money and all interest earned thereon is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages for Purchaser's default under this Agreement; and (iii) retention by Seller of such amounts upon Purchaser's default hereunder shall not constitute a penalty or forfeiture. 5.1.1 Notwithstanding anything to the contrary contained in this Section 5.1, Seller and Purchaser agree that this liquidated damages provision is not intended to (i) apply to any default or breach by Purchaser under Article 3 hereof, or (ii) limit Purchaser’s obligations under Section 8.1 hereof. In the event Purchaser fails to payperform or satisfy its obligations under Article 3, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller a default shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall not be deemed to have been paid occurred unless Purchaser has failed to cure such default within thirty (30) days of its receipt of a written notice from Seller specifying the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms nature of this clause default; provided, however, defaults which are not capable of being cured within such 30-day period, the Purchaser shall not be entitled deemed to claim have defaulted under this Agreement if it has commenced to cure the alleged default within such 30-day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured, but in no event shall such cure period exceed ninety (90) days of its receipt of written notice from Seller specifying the nature of default. If Purchaser has not cured or receive any compensation whatsoever from remedied a default under Article 3 within the timeframes provided for herein, the Seller for may seek all remedies available at law or equity, including specific performance and, if Seller prevails on any alterationssuch claim, additions or improvements effected Seller shall be paid its reasonable attorney’s fees as determined by the court in an amount not to or on the Unit save only as otherwise provided by lawexceed $25,000.00.

Purchaser’s Default. 12.1 8.1 If the Purchaser fails to pay, pay on due date any instalment or other moneys which the Purchaser may in terms hereof be required obliged to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Buildingand/or the land, including the Unitany improvements thereon), the Seller shall be entitled then, without prejudice to any other remedies that it which the Seller may have at law, if the Purchaser fails to remedy such breach, default or non- payment non-payment, within 7 (seven) days of dispatch the giving of written notice to the Purchaser in terms of 8 below, calling upon the Purchaser to do soso remedy such breach (save that the Seller shall not be obliged to give any notice where the breach is non payment of the deposit) then the Seller shall be entitled to: 12.1.1 to cancel 8.1.1 Enforce specific performance against the Purchaser, or; 8.1.2 Cancel this agreement, agreement and retake possession of the Unit and claim all damages suffered by reason Property. 8.2 If the suspensive condition contained in clause 5.3 of the Purchaser's breach agreement of contract; or 12.1.2 sale has been fulfilled, rendering the agreement of sale of full force and effect, and the Purchaser wishes to cancel the agreement of sale, the Seller will be entitled to claim specific performance or immediate payment a cancellation fee, equal to 10% of the purchase priceprice referred to in clause 1.4 of Schedule 1 to the agreement of sale, from the Purchaser. The Purchaser hereby confirms and consents that the deposit paid in terms of clause 1.5 of Schedule 1 to the agreement of sale, including all interest and all other amounts earned, must be used towards settling the cancellation fee as may mentioned above. The balance of the cancellation fee, if any, will be payable paid by the Purchaser in terms of this agreementwithin 7 (seven) days from the date on which the Purchaser is requested to do so. 12.2 8.3 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser (together with all those holding through or under the Purchaser), shall forthwith be obliged to vacate the Unit Property and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 8.4 If the Purchaser disputes the Seller's right to cancel this agreement, then then, pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should 8.5 Notwithstanding any provision of this agreement be cancelled to the contrary: 8.5.1 The Purchaser warrants that he does not owe any arrear income or other tax, and that he has timeously submitted all his income tax returns; 8.5.2 Should it transpire that the Purchaser has breached his warranty in terms 8.5.1 above, the Seller may forthwith cancel this agreement by notice to the Purchaser, in which event, without prejudice to any other rights the Seller may have against the Purchaser arising from the latter’s breach of this clause warranty, the Purchaser shall not be entitled ipso facto forfeit to claim or receive any compensation whatsoever from the Seller all amounts paid by the Purchaser on account of the purchase price (including interest thereon) and hereby irrevocably instructs the Conveyancers to release to the Seller such amounts plus such interest. 8.6 In addition, should the Purchaser fail to take up any granted loan contemplated in 5.3 above, and should the Conveyancers have been instructed to register a mortgage bond over the property as security for the repayment of such loan, the Purchaser shall be liable to pay the Conveyancer's wasted costs and the Seller may deduct such wasted cost from any alterationsrefund due to the Purchaser, additions or improvements effected and pay over such deduction to or on the Unit save only as otherwise provided by lawConveyancers.

Purchaser’s Default. 12.1 If Purchaser commits a default under this Agreement and fails to cure such default within fifteen (15) days of receipt of written notice thereof from Seller, and Closing fails to occur by reason of such default, then in any such event, Title Company may be instructed by Seller to cancel the Escrow and Seller shall thereupon be released from its obligations hereunder. Purchaser and Seller agree that based upon the circumstances now existing, known and unknown, it would be impractical or extremely difficult to establish Seller's damage by reason of Purchaser's default. Accordingly, Purchaser and Seller agree that it would be reasonable at such time to award Seller "liquidated damages" equal to the total of all ▇▇▇▇▇▇▇ Money placed into escrow by purchaser pursuant to this Agreement less any of Title Company's charges. Seller and Purchaser acknowledge and agree that the applicable foregoing amounts of liquidated damages are reasonable as liquidated damages and shall be Seller's sole and exclusive remedy in lieu of any other relief, right or remedy, at law or in equity, to which Seller might otherwise be entitled by reason of Purchaser's default. Accordingly, if Purchaser fails to pay, on due date any instalment or other moneys which complete the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect purchase of the Property or Buildingand such failure (a) continues for fifteen (15) days following receipt of written notice thereof from Seller and (b) constitutes a breach of this Agreement, including then Seller may instruct Title Company to cancel the Unit), the Escrow whereupon Seller shall be entitled without prejudice relieved from all liability hereunder, and, promptly following Title Company's receipt of such instruction, Title CORE/3502136.00 I 6/178404538.4 -13- DocuSign Envelope ID: 013404DF-AB60-4325-B59F-F15BDBD4A580 Company shall (i) cancel the Escrow, (ii) pay all of Title Company's charges from the total amount ofthe ▇▇▇▇▇▇▇ Money then held by Title Company and (iii) disburse to any other remedies that it may have at law, if Seller the Purchaser remaining balance of the ▇▇▇▇▇▇▇ Money. If Closing fails to remedy such breachoccur for any reason other than Purchaser's default under this Agreement, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Title Company shall disburse to Purchaser to do so: 12.1.1 to cancel this agreement, retake possession all of the Unit and claim all damages suffered ▇▇▇▇▇▇▇ Money (less the Independent Consideration) then held by reason of Title Company, plus the accrued interest thereon, less Purchaser's breach share of contract; or 12.1.2 to claim specific performance or immediate payment escrow cancellation charges. Without limiting the foregoing provisions of the purchase pricethis paragraph, interest Seller waives any and all other amounts as may be payable by the Purchaser rights which Seller otherwise would have had under applicable law or in terms of equity to specifically enforce this agreementAgreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of a default by Sellers (i) Purchaser refuses or fails to payconsummate the transactions contemplated by this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations or agreements as and when required hereunder, or if, any representation or warranty made by or on due date any instalment behalf of Purchaser herein shall have been materially incorrect when made or other moneys which when ratified at Closing, then Sellers, as their sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser may be required to payand the Title Company written notice thereof, in terms hereof which event neither party shall have any further rights, duties or obligations hereunder (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it except to the Seller. No lease or other right extent this Agreement may specifically provide for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof Purchaser) and the Seller Sellers shall be entitled to accept receive the ▇▇▇▇▇▇▇ Money as liquidated damages, Sellers and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Sellers. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Sellers shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Sellers shall have any and all rights and remedies available at law or in equity by reason of such payments without prejudice to its rights of cancellation as aforesaiddefault. If such dispute is decided in favour Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Seller then such amounts so received by the Seller after cancellation as aforesaid Letter of Credit shall be deemed returned to have been paid to the Seller prior to cancellationPurchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Purchaser fails ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.3(a), (ii) at any time prior to paythe Closing, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect material breach or default of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Property Closing, Purchaser has not satisfied any one or Buildingmore Seller Closing Conditions to be satisfied by Purchaser at or prior to the Closing (each, including the Unita “Purchaser Default”), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 ten (seven10) days of dispatch after Purchaser’s receipt of written notice calling upon the of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedies, may elect to do so: 12.1.1 terminate this Agreement by providing written notice to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, in which case Purchaser shall forthwith be obliged cause Escrow Agent to vacate disburse the Unit ▇▇▇▇▇▇▇ Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to deliver it cause Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to Seller shall survive such termination. Notwithstanding the foregoing, Seller shall have the right to elect terminate this Agreement in accordance with Section 12.2 with respect to the Sellerapplicable Property affected by such Purchaser Default or with respect to all Properties upon such Purchaser Default. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementSELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, then pending the determination of such disputeTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaidSELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterationsTHE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY (INCLUDING, additions or improvements effected to or on the Unit save only as otherwise provided by law.WITHOUT LIMITATION, WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3389), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER (INCLUDING, WITHOUT LIMITATION, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, SELLER AND PURCHASER HAVE INITIALED BELOW: SELLER INITIALS: PURCHASER INITIALS:

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of perform any of the terms and conditions of its covenants or obligations under this agreement Agreement in any material respect, which breach or default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or of any of the rules and regulations more Seller Closing Conditions to which the be satisfied by Purchaser is subject in respect of the Property at or Buildingprior to Closing (each, including the Unita “Purchaser Default”), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 three (seven3) days of dispatch Business Days after Purchaser’s receipt of written notice calling upon the of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect (i) to do so: 12.1.1 terminate this Agreement by providing written notice to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the which case Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If cause Escrow Agent to disburse the Purchaser disputes the Seller's right ▇▇▇▇▇▇▇ Money to cancel this agreementSeller within two (2) Business Days after such termination, then pending the determination of such dispute, the and Seller and Purchaser shall be obliged have no further rights or obligations under this Agreement, except those which expressly survive such termination or (ii) proceed to continue Closing pursuant to pay all amounts payable by him this Agreement, in terms of this agreement on the due dates thereof and the which case Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid waived such Purchaser Default. Purchaser’s obligation to cause Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to Seller prior to cancellationshall survive such termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS OF PURCHASER WHICH EXPRESSLY SURVIVE SUCH TERMINATION. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 Seller agrees to use commercially reasonable efforts to provide Purchaser prompt and reasonably specific written notice of any default by Purchaser (of which Seller has actual knowledge) within ten (10) days after Seller gains such actual knowledge of default, but any failure to give such notice shall in no way be deemed a waiver of such default. If the prior to or at Closing Purchaser fails to payperform or ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, on TX-▇▇▇▇▇ SPOILS TRACTS (EAST & WEST ▇▇▇▇▇ PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ breaches any of Purchaser’s material obligations or covenants under this Contract and such failure or breach is not cured by Purchaser by the date that is the earlier of the Closing Date or ten (10) days after Seller’s written notice to Purchaser reasonably describing the failure to perform of breach of covenant by Purchaser (except obligations due date at Closing, for which no notice and cure is required) for any instalment reason other than (i) the termination of this Contract by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Contract (other moneys which than this Section), or (ii) Seller’s failure to perform Seller’s material obligations under this Contract, and such default or breach is not waived or deemed waived by Seller hereunder, then Seller, as Seller’s sole and exclusive remedy (subject to Section 11(c) hereof), shall have the Purchaser may be required right to payterminate this Contract by giving written notice thereof to Purchaser, in terms hereof (provided that no notice need which event the Independent Consideration shall be given if retained by and/or paid over to Seller and the breach is the non-payment Net ▇▇▇▇▇▇▇ Money shall be delivered to Seller as agreed compensation to Seller free and clear of the deposit in paragraph 4 all rights and claims of the Schedule of Particulars) or commits any other breach of any of the terms Purchaser with respect thereto, and conditions of this agreement (or of any of the rules and regulations to which the neither Purchaser is subject in respect of the Property or Building, including the Unit), the nor Seller shall be entitled without prejudice to have any other remedies that it may have at law, if further rights or obligations under this Contract except the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination Surviving Obligations of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationparty. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser Closing fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason occur because of the Purchaser's breach ’s default through no fault of contract; or 12.1.2 to claim specific performance or immediate payment Seller (other than as a result of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms Purchaser’s permitted termination of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementAgreement), then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept terminate this Agreement and the Title Company shall disburse the ▇▇▇▇▇▇▇ Money (including all interest accrued thereon) to Seller, and Seller shall be entitled, as its sole and exclusive remedy hereunder, to retain said ▇▇▇▇▇▇▇ Money (including all interest accrued thereon) as full liquidated damages for such payments without prejudice to its rights default, whereupon this Agreement shall become null and void and of cancellation as aforesaid. If no further force or effect, except for such dispute is decided in favour of the Seller then such amounts so received provisions hereof that, by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in express terms hereof, survive any termination of this clause Agreement. It is hereby agreed that Seller’s damages in the event of a default by Purchaser shall hereunder are uncertain and impossible to ascertain, and that the ▇▇▇▇▇▇▇ Money constitutes a reasonable liquidation of such damages and is intended not be entitled as a penalty, but as full liquidated damages. Seller covenants not to claim bring any action or receive any compensation whatsoever from suit, whether legal or equitable, against Purchaser for damages or other redress in the Seller for any alterationsevent of Purchaser’s default hereunder (other than under an indemnity that by its terms survives termination of this Agreement). IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, additions or improvements effected to or on the Unit save only as otherwise provided by lawSHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, OR ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Default. 12.1 If In the event Purchaser fails should fail to pay, on due date consummate the transaction contemplated herein for any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit)reason except material default by Seller, the Seller shall be entitled without prejudice retain the First Deposit, such sum being agreed upon as liquidated damages for the failure of Purchaser to any other remedies perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining actual damages. The maximum liability that it may have at law, if the Purchaser fails has with respect to remedy a default by Purchaser hereunder is loss of the First Deposit and no other damages, right, or remedies shall in any case be collectible, and Seller agrees to accept and take the First Deposit as its total damages in relief hereunder in such breachevent. In such event, default or non- payment within 7 (seven) days of dispatch of written notice calling upon Seller shall return to Purchaser the Second Deposit and Third Deposit to extent previously paid by Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease delay or other omission in the exercise of any right or remedy accruing to Seller upon any breach by Purchaser under this Agreement shall impair such right or remedy or be construed as a waiver of occupation in favour any such breach theretofore or thereafter occurring. The waiver by Seller of any condition or the Purchaser breach of any term, covenant or condition herein contained shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall not be deemed to have been paid to be a waiver of any other condition or of any subsequent breach of the Seller prior to cancellationsame or any other term, covenant or condition herein contained. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser shall fail to close as and when set forth in this Agreement, Seller shall have the Purchaser fails right to pay, on due date any instalment or other moneys which the Purchaser may be required terminate this Agreement upon giving notice to payPurchaser, in terms hereof which event Seller shall be entitled to instruct the Escrow Agent to pay the Deposit (provided together with any interest earned thereon) to Seller as liquidated damages, and, after Seller has received the Deposit, both parties shall be relieved of and released from any further liability hereunder other than those obligations which expressly survive the termination of this Agreement. Furthermore, Seller agrees that in no notice need event shall it be given if entitled to, seek or obtain any other damages of any kind, including, without limitation, consequential, speculative or punitive damages. Notwithstanding the breach is the non-payment foregoing, this Section 10.2 shall not limit Seller’s right and claim against Purchaser for any portion of the deposit total Deposit which is not paid to Seller to the extent Seller is entitled thereto, or if Purchaser shall default in paragraph 4 of the Schedule of Particulars) any obligations under this Agreement or commits any other be in breach of any indemnity that survives Closing (as opposed to any such breach or default of the Purchaser’s obligations before Closing, for which Seller shall have no remedy other than with respect to Purchaser’s failure to close hereunder as set forth above in this Section 10.2). The terms and conditions of this agreement (or of any of Section 10.2 shall survive the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreementClosing. THE PARTIES AGREE THAT THE SELLER'S ACTUAL DAMAGES WOULD BE DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT IS THE PARTIES' BEST AND GOOD FAITH ESTIMATE OF SUCH DAMAGES AND NOT A PENALTY. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 : to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 or to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 . If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 . If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 . Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to payperform any of Purchaser's obligations under this Agreement for any reason other than (i) the termination of this Agreement by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Agreement (other than this Section), on due date any instalment or other moneys which the Purchaser may be (ii) Seller's failure to perform Seller's obligations when required to paybe perfomed under this Agreement, and such default by Purchaser (other than default in performance due at Closing, for which there is no notice or cure right) is not cured by the sooner of Closing or five (5) business days after Seller gives Purchaser written notice of such default, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice thereof to Purchaser, in terms hereof (which event the ▇▇▇▇▇▇▇ Money shall be delivered to Seller as liquidated damages free and clear of all rights and claims of Purchaser with respect thereto, and neither Purchaser nor Seller shall have any further rights or obligations under this Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to perform any of Purchaser's obligations at Closing other than the liquidated damages provided that no notice need be given if the for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller's rights, as they may exist at law, to obtain injunctive or equitable relief to prevent Purchaser's breach, threatened breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other continued breach of any pre-Closing covenant of Purchaser under this Agreement, but Seller is waiving the terms and conditions right to seek specific performance of Purchaser's obligations to close this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller transaction. Nothing herein shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default construed as a waiver of or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the limit Seller's right to cancel this agreementpursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any post-Closing obligations of Purchaser, then pending including, without limitation, Purchaser's obligations under the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationIndemnity Agreement. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser will deliver, with Ten (10) business days from mutual execution of this Agreement to Land Title Company of Alabama Inc., 600 North 20th Street, Birmin▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇o Title Insurance Company, Inc. (the "Title Company"), funds in the amount of Fifteen Thousand and 00/100 ($15,000) (the "Earnest Money"). Should ▇▇▇▇▇▇ser elect not to purchase the Property pursuant to paragraph 4, 13 or as it is otherwise entitled to under this Agreement, the Earnest Money, together wit▇ ▇▇▇▇rest, if any shall be refunded to the Seller and this Agreement shall terminate. In the event Purchaser fails to pay, on due date any instalment or other moneys which carry out an perform the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions term's of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit)Agreement, the Seller earnest money shall be entitled without prejudice f▇▇▇▇▇▇▇d as liquidated damages as the sole and complete remedy of Seller, provides Seller agrees to any other remedies that it may have at law, if the Purchaser cancellation of this Agreement. In the event Seller fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit carry out and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in perform their terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedAgreement, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights specific performance of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received this Agreement by the Seller after cancellation as aforesaid shall under any applicable laws of the jurisdiction. If this Agreement does not close and the earnest money is to be deemed turned ▇▇▇▇ ▇▇ Seller or refunded to have been paid Purchaser pursuant to this Agreement, Seller and Purchaser agree to execute a written release to the Agent and Title Company affirming the property disposition of the earnest money. In the event bo▇▇ Seller prior and Purchaser claims the earnest money, or either S▇▇▇▇▇ ▇r Purchaser refuses or fails to cancellation. 12.4 Should this agreement be cancelled in terms execute a release, the Title Company may interplead the disputed portion of this clause the Purchaser shall not earnest money into court, and ▇▇▇▇▇ be entitled to claim deduct or receive any compensation whatsoever recover from the earnest money for court cost▇, attorney fees and other expenses relating to the interpleaded. When the earnest money is a check a▇▇ ▇▇▇ check is returned by a financial institution as unpaid, Seller for any alterations, additions or improvements effected has the right to or void the Agreement without further recourse on the Unit save only as otherwise provided by law.part of the Purchaser. PURCHASE AND SALE AGREEMENT

Purchaser’s Default. 12.1 If Purchaser shall be in default under this Contract in the event that SAMPLE (1) Purchaser fails or refuses to complete and execute all of the instruments required of Purchaser under this Contract promptly or when requested to do so by Seller; or (2) Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required refuses to pay, in terms hereof (provided that no notice need be given if the breach is the non-make timely payment of any payments required under this Contract; or (3) Purchaser in any other manner fails to or refuses to perform his obligations under this Contract. In the deposit event of any such default by Purchaser, Seller shall give Purchaser written notice of such default and allow seven (7) days from the date of such notice for Purchaser to cure such default. If Purchaser shall fail to cure such default within such seven (7) day period, Seller shall, and does hereby have, the unrestricted option to: (1) consider Purchaser in paragraph 4 default under this Contract; (2) retain the Deposit paid by Purchaser, but in no event more than twenty four percent (24%) of the Schedule of Particulars) or commits any other breach Total Purchase Price, as agreed upon and liquidated damages which amount Purchaser agrees is fair and reasonable and in full settlement of any claim for damages; and, (3) terminate all rights of the terms and conditions of Purchaser under this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or BuildingContract and, including the Unit)thereupon, the Seller shall parties hereto will be entitled without prejudice to any other remedies released and relieved from all obligations hereunder. The provisions herein contained for liquidated and agreed upon damages are bona fide provisions for such and are not a penalty, the parties understanding that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment withdrawal of the purchase priceUnit from sale to the general public at a time when other parties would be interested in purchasing the Unit, interest that Seller will have sustained damages if Purchaser defaults, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, as aforesaid, the provisions for liquidated and all other amounts agreed upon damages has been incorporated into this Contract as may a provision beneficial to both parties hereto. Purchaser and Seller recognize the impossibility of measuring Seller’s damages if Purchaser defaults. If the amount of Purchaser’s Deposit exceeds twenty percent (20%) of the Total Purchase Price, the excess shall be payable refunded to Purchaser upon the earlier of (i) the closing of the resale of the Unit to another buyer, or (ii) one (1) year from the default by Purchaser. In the Purchaser in terms event any litigation is commenced as a result of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedContract and Seller prevails in such litigation, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall also be created or come into existence by virtue of this agreementliable for Seller’s attorneys’ fees and costs resulting therefrom at all trial and appellate levels. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the event Purchaser fails terminates this Purchase Contract following the Feasibility Period for any reason other than Seller's inability to payconvey title as required by this Purchase Contract, on due date any instalment or other moneys which defaults hereunder prior to the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment Closing Date and consummation of the deposit in paragraph 4 Closing does not occur by reason of such termination or default by Purchaser, Seller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser's liability under Sections 5.3 and 5.4, the reasonable estimate of the Schedule of Particulars) total net detriment that Seller would suffer in the event that Purchaser terminates this Purchase Contract or commits any other breach of any of defaults hereunder prior to the terms Closing Date is and conditions of this agreement shall be, as Seller's sole remedy (whether at law or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unitequity), the Seller shall be entitled without prejudice right to any other remedies that it may have at law, if receive from the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon Escrow Agent and retain the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession full amount of the Unit Deposit. The payment and claim performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by reason Seller in the applicable event, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this Purchase Contract shall be terminated, and neither party shall have any further rights or obligations hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of liability under Sections 5.3 and 5.4 above, and the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged Seller to vacate the Unit and to deliver it collect such liquidated damages to the Sellerextent not theretofore paid by Purchaser. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.12.2

Purchaser’s Default. 12.1 If the Purchaser fails to pay, on due date any instalment Meditrust Entities shall have performed or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given tendered performance of all of their material obligations under this Agreement and if the breach sale contemplated hereby is the non-payment not consummated because of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, a default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this agreementAgreement other than its failure to obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement solely as a result of its failure to obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) Five Million Dollars ($5,000,000) of the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages and the balance of the Deposit shall be paid to the Purchaser; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. THE PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO THE SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNTS SET FORTH HEREIN REPRESENT THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THE TERMS OF THIS AGREEMENT. 12.2 20. Exhibit A-1 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT 2. 21. Exhibit H-12 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT H-12 and Exhibit H-17 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT H-17. 22. Exhibit I-5 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT I-5 and Exhibit L-1 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT L-1. 23. Exhibit N-11 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT N-11 and Exhibit N-17 to the Purchase and Sale Agreements is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT N-17. 24. Exhibit YY-1 to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 1 of the Correction Notice. 25. Exhibit RR-1 to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 2 of the Correction Notice. 26. The footnote on ▇▇▇▇▇▇▇ ▇▇-▇ of the Purchase and Sale Agreement is hereby deleted in its entirety. 27. Exhibit DD to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 3 of the Correction Notice. 28. The Purchaser acknowledges and agrees that (i) the Study Period expired on February 26, 2001, (ii) the Purchaser's right to terminate the Purchase and Sale Agreement in accordance with the terms of Section 4.2 of the Purchase and Sale Agreement has expired (without the Purchaser exercising such right), (iii) the Purchaser did not identify any other Consents prior to the expiration of the Study Period, (iv) the Purchaser has received a Borrower Estoppel Certificate from the Borrower under the Tustin, CA Loan and Tenant Estoppel Certificates from the Tenants under the Harborside Leases and the Lakeview Leases (all in satisfactory form), and the Meditrust Entities have no further obligations under the Purchase and Sale Agreement to attempt to obtain or deliver any Borrower Estoppel Certificates or Tenant Estoppel Certificates to the Purchaser, (v) all Closing Conditions relating to Borrower Estoppel Certificates and Tenant Estoppel Certificates have been satisfied, (vi) the Purchaser has received the Marlton Consent (in satisfactory form) and all Closing Conditions relating to the Marlton Consent have been satisfied, (vii) the Purchaser has received the Marlton Ground Lessor's Estoppel Certificate and, except as expressly set forth below, all Closing Conditions relating to the Marlton Ground Lessor's Estoppel Certificate have been satisfied, (viii) the Purchaser has received the Brookline Ground Lessor's Estoppel Certificate (in satisfactory form) and the Meditrust Entities have no further obligations under the Purchase and Sale Agreement relating to the Brookline Ground Lessor's Estoppel Certificate and (IX) the Purchaser has received the Wethersfield Ground Lessor's Estoppel Certificate (in satisfactory form) executed by one of the parties comprising the Wethersfield Ground Lessor and, except as expressly set forth below, all Closing Conditions relating to the Wethersfield Ground Lessor's Estoppel Certificate have been satisfied. Notwithstanding the foregoing and notwithstanding anything to the contrary set forth in the Purchase and Sale Agreement, the Sellers acknowledge and agree that the Sellers (1) shall deliver to the Purchaser a written acknowledgment from the Marlton Ground Lessor that the monetary defaults identified by the Marlton Ground Lessor on Exhibit D attached to the Marlton Ground Lessor's Estoppel Certificate have been cured (or any other satisfactory evidence demonstrating payment thereof) and (2) shall use their best efforts to obtain and deliver to the Purchaser evidence of the probate of the estate of ▇▇▇▇ ▇▇▇▇▇▇▇ and the identity of her beneficiaries thereunder and a revised Wethersfield Ground Lessor's Estoppel Certificate revised to correctly identify the beneficiaries of the estate of ▇▇▇▇ ▇▇▇▇▇▇▇ and executed by all parties comprising the Wethersfield Ground Lessor. 29. If requested by the Purchaser, the Meditrust Entities shall use their best efforts to obtain a joinder by the Wethersfield Ground Lessor in any mortgage to be granted by New Meditrust-LLC (or its successor in interest) subsequent to the Closing; PROVIDED, HOWEVER, that (i) any such joinder must be consistent with the terms of the Wethersfield Ground Lease, (ii) the delivery of any such joinder shall not be a Closing Condition and (iii) the Meditrust Entities shall not be obligated to file any litigation seeking to compel the Wethersfield Ground Lessor to deliver such joinder. 30. All of the parties hereto (including, without limitation, Meditrust-California) acknowledge and agree that Meditrust-California is hereby added as a signatory to the Purchase and Sale Agreement. 31. The Allocated Value Schedule is hereby amended by multiplying each Allocated Value listed thereon by a fraction the numerator of which is 452,000,000 and the denominator of which is 467,600,000. 32. The Meditrust Entities (a) acknowledge receipt of the Title Objection Notice, a copy of which is attached hereto as EXHIBIT 3, (b) reserve the right to contest whether the matter described in the Title Objection Notice relating to the Erie, PA Leased Property constitutes a valid Purchaser Title Objection and (c) waives the right to contest whether any other matters described in the Title Objection Notice constitute valid Purchaser Title Objections. The Purchaser acknowledges and agrees that notwithstanding anything to the contrary that may be set forth in the Title Objection Notice, the Purchaser waives all rights to object to any failure by any of the Meditrust Entities to file or continue any Financing Statements. The Purchaser shall use its best efforts to deliver, or cause the Title Company to deliver, to the Sellers, on or before March 12, 2001, a list in such detail that is practically available, setting forth the amount of Real Estate Taxes that, as of the latest effective date of the title commitment for each of the Leased Properties, is due and payable and remains unpaid. To the maximum extent possible, such list shall show for each of the Leased Properties the tax fiscal periods for which any Real Estate Taxes remain due and payable, the due date thereof and the later date, if any, after which interest and penalties begin to accrue. The Purchaser shall promptly provide to the Sellers any other additional information relating to any past due and payable Real Estate Taxes relating to the Leased Properties that the Purchaser may receive from and after March 12, 2001. The Purchaser shall thereafter cause the Title Company to deliver an updated list to the Sellers three (3) Business Days prior to the scheduled Closing Date to set forth the status of the payment of Real Estate Taxes affecting the Leased Properties through such scheduled Closing Date. Nothing contained in this agreement paragraph shall be deemed to limit or modify the obligations set forth under Section 8.4 of the Purchase and Sale Agreement. 33. A copy of that certain e-mail message sent from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on February 8, 2001 (which message is cancelled defined in the Purchase and Sale Agreement as hereinbefore providedthe Correction Notice) is attached hereto as EXHIBIT 4. 34. A copy of the Capital Addition Disclosure List (as defined under the Purchase and Sale Agreement as of the execution and delivery of this Amendment) is attached hereto as EXHIBIT 5. 35. A copy of the Environmental List (as defined under the Purchase and Sale Agreement as of the execution and delivery of this Amendment) is attached hereto as EXHIBIT 6. 36. A copy of that certain letter dated February 23, 2001 from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, excluding all enclosures referred to therein (which letter is defined in the Purchase and Sale Agreement as the Disclosure letter), is attached hereto as EXHIBIT 7. 37. This Amendment shall be deemed to amend the Purchase and Sale Agreement solely as expressly set forth herein and, as amended hereby, the Purchase and Sale Agreement is hereby ratified, approved and confirmed in every aspect and is valid, binding and in full force and effect. 38. This Amendment shall be binding upon the Meditrust Parties, the Subsidiaries and the Purchaser and all persons claiming a right of occupation through their respective successors and assigns. 39. This Amendment shall be governed by and construed in accordance with the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour laws of the Purchaser State of New York. 40. This Amendment may be executed in any number of counterparts and it shall be created sufficient that the original or come into existence by virtue facsimile signature of this each party appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. 41. EXHIBITS 1A, 1B, 2 through 7, ▇-▇▇, ▇-▇▇, ▇-▇, ▇-▇, ▇-▇▇ and N-17 attached hereto are hereby incorporated herein as a material part hereof. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, (i) Purchaser refuses or fails to pay, on due date any instalment or other moneys which consummate the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect purchase of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or Buildinga default by Seller, including or (ii) any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or shall become incorrect in any material respect, or (iii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations as and when required hereunder, then Seller shall give Purchaser and the Unit)Title Company written notice specifying the nature of the default, and Purchaser shall have fifteen (15) days from receipt of Seller's notice within which to cure the specified default; provided, however, if at the end of said fifteen (15) day period Purchaser is diligently pursuing the cure of the default but the default has not been cured, Purchaser shall have an additional period not to exceed fifteen (15) days within which to complete the cure of the default. If at the end of the initial fifteen (15) or, if applicable, additional fifteen (15) day period, the Seller default is not still cured, the Seller, as its sole and exclusive remedy, shall be entitled without prejudice have the right to any other remedies that it may have at law, if terminate this Agreement by giving Purchaser and the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of Title Company written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreementthereof, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance in which event neither party shall have any further rights, duties or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it obligations hereunder (except to the Seller. No lease or other right extent this Agreement specifically provides for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof Purchaser) and the Seller shall be entitled to accept receive, as liquidated damages (Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible to accurately ascertain), the ▇▇▇▇▇▇▇ Money, and the Title Company shall immediately deliver to Seller the ▇▇▇▇▇▇▇ Money. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a material breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such payments without prejudice to its rights of cancellation as aforesaiddefault. If such dispute is decided in favour Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement specifically provides for the survival of certain obligations of Purchaser), and the Seller then such amounts so received by the Seller after cancellation as aforesaid ▇▇▇▇▇▇▇ Money together with all interest earned thereon shall be deemed returned to have been paid to the Seller prior to cancellationPurchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 Section 8.1 of the Agreement is hereby deleted and replaced with the following: “If Purchaser defaults under this Agreement, including in its obligation to proceed to Closing in accordance with this Agreement, or if any condition set forth in Section 6.3 is not satisfied due to a default by Purchaser and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied by the later of the (i) the Closing Date and (ii) the date fifteen (15) business days after Seller has given Purchaser fails written notice of the same, then Seller shall be entitled to paytotal damages from Purchaser equal to Seven Million and 00/100 Dollars ($7,000,000.00) as full and complete liquidated damages (the “Purchaser LDs”), on due date any instalment or other moneys which and as the Purchaser may be required to payexclusive and sole right and remedy of Seller, in terms hereof (provided which event, this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for obligations that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions expressly survive termination of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit)Agreement. Upon such a termination, the Seller shall be entitled without prejudice to any other remedies that it may have at lawretain the Deposit, if and the Deposit shall be credited against, and counted toward, Purchaser’s obligation under this Section to pay the Purchaser fails LDs to remedy such breach, Seller. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default or non- payment within 7 (seven) days of dispatch of written notice calling upon in its obligation to proceed to Closing would be difficult to determine precisely and that the Purchaser LDs, as liquidated damages, constitute a fair and reasonable approximation. Seller hereby waives any right to do so: 12.1.1 recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to cancel proceed to Closing in accordance with this agreementAgreement or as a result of any conditions set forth in Section 6.3 not being satisfied, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by except for the Purchaser LDs as described in terms of this agreementSection 8.1. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to payis in default under this Contract, on due date any instalment or other moneys which the Purchaser Seller may be required to payterminate this Contract, in terms hereof which event the Deposit shall be forfeited and retained on behalf of Seller, and both parties shall, except as otherwise provided herein, thereafter be released from all obligations hereunder. It is agreed that, except as otherwise provided in this subpart (a) and in subparts (c) and (d) below and except with respect to the indemnification by Purchaser in Sections 10, 12 and 27 above, such payments and things of value are LIQUIDATED DAMAGES and are SELLER’S SOLE AND ONLY REMEDY for Purchaser’s failure to perform the obligations of this Contract prior to the Closing. Except as otherwise provided that no notice need be given if in this Contract, Seller expressly waives the breach is remedies of specific performance and additional damages with respect to a default by Purchaser. Notwithstanding the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) foregoing or commits any other breach contrary provision of this Contract, Seller’s right to file a claim against Purchaser in accordance with any provision of this Contract pursuant to which Purchaser agrees to indemnify, hold harmless and defend Seller from and against any losses, costs, claims, causes of action or liabilities of any of the terms and conditions of this agreement (kind or of any of the rules and regulations nature, or pursuant to which the Purchaser is subject in respect of the Property waives any rights or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies claims that it may have at lawagainst Seller, if shall survive for twelve (12) months after any termination of this Contract, and shall be and remain fully enforceable against Purchaser for said twelve (12) month period in accordance with the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedContract and applicable laws. Notwithstanding the foregoing or any other indemnity provision contained herein, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall not be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof liable for and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim recover from Purchaser exemplary, punitive, special, indirect, consequential, lost profits or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by lawother damages.

Purchaser’s Default. 12.1 If the sale contemplated hereby is not consummated because of a default by Purchaser fails in its obligation to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of purchase the Property or Building, including in accordance with the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this agreement is cancelled Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as hereinbefore providedliquidated damages; and (c) except for Purchaser’s Surviving Obligations, the Purchaser Seller and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller's ’s right to cancel this agreement, then pending damages arising due to Purchaser’s failure to purchase the determination of such dispute, Property in accordance with the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on Agreement and shall not limit the due dates thereof and the Seller shall be entitled obligations of Purchaser pursuant to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms Sections 5.1, 5.3, 9.1, 11.8 or 11.18 of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.Agreement. 20 Section 10.3

Purchaser’s Default. 12.1 If Seller and Purchaser hereby direct the listing company, _________ _____________________________________________________________________________________, to hold the ▇▇▇▇▇▇▇ money in trust until this Contract has been accepted and signed by all parties, at which time the ▇▇▇▇▇▇▇ money will be promptly deposited into the escrow account of the listing company. In the event Purchaser fails to pay, on due date any instalment or other moneys which carry out and perform the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 Contract, the ▇▇▇▇▇▇▇ money shall be forfeited as liquidated damages at the option of Seller, provided Seller agrees to the cancellation of this Contract. If this agreement Contract does not close and the ▇▇▇▇▇▇▇ money is cancelled as hereinbefore providedto be turned over to Seller or refunded to Purchaser pursuant to this Contract, Seller and Purchaser agree to executed a written release to the listing company affirming the proper disposition of the ▇▇▇▇▇▇▇ money. In the event both Seller and Purchaser claim the ▇▇▇▇▇▇▇ money, or either Seller or Purchaser refuses or fails to execute a release, the Purchaser and all persons claiming a right of occupation through listing company may interplead the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour disputed portion of the Purchaser shall be created or come ▇▇▇▇▇▇▇ money into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementcourt, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments deduct or recover from the ▇▇▇▇▇▇▇ money for court costs, attorneys fees and other expenses relating to the interpleader. When the ▇▇▇▇▇▇▇ money is a check and the check is returned by a financial institution as unpaid, Seller has the right to void the Contract without prejudice further recourse on the part of Purchaser. Commercial Sales Agreement Page 2 of 5 1093134 v2 Birmingham Association of REALTORS®, Inc. CONVEYANCE: ▇▇▇▇▇▇ agrees to its convey the Property to Purchaser by ______________________ warranty deed, free of all encumbrances except as herein set forth, and ▇▇▇▇▇▇ agrees that any encumbrances not herein excepted or assumed will be cleared at the time of closing. The Property is sold and is to be conveyed subject to: (i) mineral and mining rights not owned by Seller; (ii) existing leases and tenant escrow deposits that are to be transferred to Purchaser, subject to any present management and or rental commission agreements thereon; (iii) present zoning classification of cancellation as aforesaid. If such dispute _____________________________; (iv) is decided [ ] is not [ ] unknown [ ] located in favour a flood plain; and (v) unless otherwise agreed herein, subject to utility easements serving the Property, subdivision covenants and restrictions, and building lines of record, provided that none of the Seller then such amounts so received by foregoing materially impair use of the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationProperty for its intended purposes. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Purchaser fails ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.3(a), (ii) at any time prior to payClosing, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect material default of the Property its covenants or Buildingobligations under this Agreement, including the Unitwhich default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 three (seven3) days of dispatch Business Days after Purchaser’s receipt of written notice calling upon of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to do so: 12.1.1 cause Escrow Agent to cancel this agreement, retake possession of disburse the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 ▇▇▇▇▇▇▇ Money to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms Seller shall survive such termination. The provisions of this agreement. Section 12.2 If this agreement is cancelled as hereinbefore provided, shall survive the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue termination of this agreement. 12.3 If the Purchaser disputes the Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.’s Initials: /s/ JCM Purchaser’s Initials: /s/ TCF

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Earnest ▇▇▇▇▇ ▇ithin the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser fails is in material breach or default of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to paybe satisfied by Purchaser at or prior to the Closing (each, on due date any instalment or other moneys which the a “Purchaser may be required to payDefault”), in terms hereof (provided that no notice need be given and, if the breach such Purchaser Default is the non-payment of the deposit in paragraph 4 of the Schedule of Particularsfirst Purchaser Default, Purchaser has not cured such Purchaser Default within three (3) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch Business Days after Purchaser’s receipt of written notice calling upon the of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to do so: 12.1.1 terminate this Agreement by providing written notice to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the which case Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If cause Escrow Agent to disburse the Purchaser disputes the Seller's right to cancel this agreementEarnest ▇▇▇▇▇ ▇o Seller within two (2) Business Days after such termination, then pending the determination of such dispute, the and Seller and Purchaser shall be obliged have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to continue cause Escrow Agent to pay all amounts payable by him in terms of this agreement on disburse the due dates thereof and the Earnest ▇▇▇▇▇ ▇o Seller shall be entitled to accept survive such payments without prejudice to its rights of cancellation as aforesaidtermination. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationSELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE EARNEST ▇▇▇▇▇ ▇S FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 (a) If the Purchaser fails to payshall default in performance of its obligations under this Agreement, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof default remains uncured for five (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars5) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) business days of dispatch after receipt of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance from SummitBridge or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedReceiver, the Purchaser and all persons claiming a SummitBridge or Receiver (as the case may be, based on which party issued the notice of default) shall have the right to terminate this Agreement upon written notice to Purchaser. The sole right of occupation through SummitBridge or Receiver in such case shall be to recover and the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right sole liability of occupation in favour of the Purchaser shall be created to pay damages in the amount of the actual costs incurred in connection with this Agreement, including professionals’ fees. (b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that (i) all indemnification obligations of Purchaser set forth in this Agreement and/or any other indemnification agreement delivered to SummitBridge or come into existence by virtue Receiver in connection with Purchaser’s inspection of the Premises prior to or after the execution of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such disputeAgreement (collectively, the Purchaser “Indemnification Obligations”) shall be obliged to continue to pay all amounts payable by him in terms survive the termination of this agreement on the due dates thereof Agreement and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Closing and (ii) Purchaser shall not be entitled exculpated from liability with respect to claim (x) a breach of Section 12(a) hereof and/or (y) the Indemnification Obligations. Purchaser further agrees that SummitBridge and Receiver shall have full recourse against Purchaser and any other person or receive entity who breaches Section 12(a) or who has Indemnification Obligations, and SummitBridge or Receiver shall have the ability to seek and obtain any compensation whatsoever from money or other judgment against any of the Seller for foregoing persons or entities with respect to any alterations, additions such breach or improvements effected to or on the Unit save only as otherwise provided by lawIndemnification Obligation(s).

Purchaser’s Default. 12.1 If the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach Seller’s Remedy. The occurrence of any of the following events shall constitute a default under the terms and conditions of this agreement Agreement: (or of any of the rules and regulations to which i) If the Purchaser is subject not in respect of the Property or Buildingsubstantial compliance with its obligations under this Agreement, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, and if the Purchaser fails to make a diligent effort to remedy such breach, default or non- payment within 7 a period of thirty (seven30) days after written notice thereof from the Seller specifying the respects in which it is at fault so that the Purchaser is again in substantial compliance with such obligations, the Seller may, at the end of dispatch such period, terminate this Agreement by giving written notice to the Purchaser of such termination. (ii) The Purchaser intentionally provides invalid or inaccurate material with regard to any warranty or representation of the Purchaser in this Agreement. Additionally, Purchaser intentionally providing inaccurate or incomplete contracts or schedules. Notwithstanding the foregoing, before such action or omission shall be deemed a default hereunder, the Seller shall give the Purchaser notice of the material it deems inaccurate or invalid and the Purchaser shall have thirty (30) days after receipt of such notice to provide additional information to rectify the inaccuracy. (iii) Any act or default by the Purchaser that gives rise to a valid claim of lien against the Property, which lien the Purchaser fails to have bonded off in accordance with statute or otherwise removed from the Property within sixty (60) days after receipt of notice of the lien by the Purchaser. In lieu of bonding off such lien, if applicable, the Purchaser may take any and all steps that it deems appropriate to contest the validity of the lien or claim provided that such proceedings cause the lien to be removed from the Property during the pendency of the proceedings to resolve such claim or lien. (iv) Failure of the Purchaser to comply with all governmental regulations and federal programs to the extent applicable to the Purchaser and Purchaser’s interest in the Property. (v) In the event Seller performs all of its obligations hereunder and all of the conditions precedent to Purchaser’s obligations to close hereunder have been satisfied or waived and Purchaser fails to close on the purchase of the Property as provided herein, or fails to comply with any conditions precedent to closing contained in this Agreement, then after the notice and cure periods provided in this Agreement, the Seller shall have the right to declare this Agreement terminated and to pursue any other remedies available to it. (vi) In the event Purchaser fails to cure such breach as set forth in (i) through (v), above, beyond any applicable notice and cure periods, then Seller, as its sole and exclusive remedy, may terminate this Agreement by delivery of written notice calling upon to Purchaser. In such event, the Purchaser ▇▇▇▇▇▇▇ Money shall be delivered to do so: 12.1.1 Seller and retained by Seller as full liquidated damages and in lieu of any other claims or causes of action which may be available to cancel this agreement, retake possession of the Unit and claim all damages suffered Seller at law or in equity by reason of such default hereunder by Purchaser; the foregoing amount being agreed upon as liquidated damages by the parties hereto because of the difficulty of ascertaining the actual damages Seller may suffer by reason of Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreementAgreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to payconsummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on due date any instalment or other moneys behalf of Purchaser herein shall have been materially incorrect when made, then Seller shall give Purchaser and the Title Company written notice specifying the nature of the default, and Purchaser shall have ten (10) days from receipt of Seller's notice within which to cure the specified default. If at the end of the ten (10) day period the default is still not cured, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser may be required to payand the Title Company written notice thereof, in terms hereof which event neither party shall have any further rights, duties or obligations hereunder (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it except to the Seller. No lease or other right extent this Agreement may specifically provide for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof Purchaser) and the Seller shall be entitled to accept receive the ▇▇▇▇▇▇▇ Money as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the ▇▇▇▇▇▇▇ Money to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that HOTEL PURCHASE AGREEMENT - Page 29 ------------------------ any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such payments without prejudice to its rights of cancellation as aforesaiddefault. If such dispute is decided in favour Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Seller then such amounts so received by the Seller after cancellation as aforesaid ▇▇▇▇▇▇▇ Money together with all interest earned thereon shall be deemed returned to have been paid to the Seller prior to cancellationPurchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 (a) If the Purchaser fails to payclose in accordance with, on due date and when required under, the terms of this Agreement, then MOP shall give Purchaser and Escrow Agent written notice specifying the nature of such failure to close or material breach or default. (b) Purchaser shall have ten (10) Business Days from receipt of MOP's notice of default under Section 10.01(a) within which to cure the specified default. If Purchaser does not cure such default within said ten (10) day period (or such longer period if such default cannot be reasonably cured within a ten (10) day period, not to exceed thirty (30) days) or if such default is not waived in writing by MOP, then so long as neither MOP nor any instalment Seller is otherwise in material breach or other moneys which default hereunder and has otherwise satisfied the conditions it must satisfy prior to Closing and is ready, willing and able to close under this Agreement, the Deposit shall be forfeited to Seller and this Agreement shall automatically terminate and MOP, each Seller and Purchaser may shall be required to pay, relieved from all further liability or obligation hereunder except as expressly provided for in terms hereof this Agreement. (provided that no notice need be given if the breach is the non-payment c) Forfeiture of the deposit Deposit shall be MOP and each Seller's sole and exclusive remedy at law or in paragraph 4 equity upon a default by Purchaser under this Agreement. MOP and each Seller waive any and all equitable remedies, including without limitation the right to specific performance of this Agreement. MOP and each Seller and Purchaser agree that forfeiture of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller Deposit shall be entitled without prejudice liquidated damages and not a penalty, and that actual damages resulting to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit MOP and claim all damages suffered by reason of the each Seller from Purchaser's breach of contract; or 12.1.2 this Agreement would be difficult or impossible to claim specific performance or immediate payment measure because of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour uncertainties of the Purchaser shall be created or come into existence by virtue real estate market and fluctuations of this agreementproperty values and differences with respect thereto, and that the Deposit is a reasonable estimate of those damages. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, for any reason other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to payconsummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on due date any instalment or other moneys behalf of Purchaser herein shall have been materially incorrect when made, then Seller shall give Purchaser and the Title Company written notice specifying the nature of the default, and Purchaser shall have ten (10) days from receipt of Seller's notice within which to cure the specified default. If at the end of the ten (10) day period the default is still not cured, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser may be required to payand the Title Company written notice thereof, in terms hereof which event neither party shall have any further rights, duties or obligations hereunder (provided that no notice need be given if except to the breach is extent this Agreement may specifically provide for the non-payment survival of certain obligations of Purchaser). Notwithstanding the deposit foregoing, in paragraph 4 of the Schedule of Particulars) or commits any other breach event of any of the terms and conditions of default by Purchaser under this agreement (Agreement due to a breach after Closing or any termination hereof of any of covenant or indemnity which survives the rules and regulations to which the Purchaser is subject in respect of the Property Closing or Buildingany termination hereof, including the Unit), the or if Seller shall be entitled without prejudice discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to any other remedies that it may have at law, if the a right granted to Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser hereunder to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance then neither party shall have any further rights, duties or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it obligations hereunder (except to the Seller. No lease or other right extent this Agreement may specifically provide for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreementPurchaser). 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 12.2.1 If (a) at any time prior to the Closing Date, Purchaser is in breach or default of any of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, that renders or would render any of the conditions set forth in Sections 8.1 or 8.3 incapable of being satisfied on the Outside Date and such breach or default is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) ten (10) Business Days after the giving of written notice by Seller Parent to Purchaser and (y) three (3) Business Days prior to the Outside Date, or (b) (i) all of the Purchaser Closing Conditions set forth in Sections 8.1 and 8.2 have, in each case, been satisfied or waived in writing (other than those conditions that by their terms or nature are to be satisfied at the Closing but which are, at the time of the notice of termination of this Agreement pursuant to this Section 12.2 is delivered to Purchaser, capable of being satisfied if the Closing were to occur at such time), (ii) Seller Parent has irrevocably confirmed by written notice to Purchaser that (x) all of the Seller Closing Conditions set forth in Sections 8.1 and 8.3 have, in each case, been satisfied (other than those conditions that by their terms or nature are to be satisfied at the Closing but which are, at the time of the notice of termination of this Agreement pursuant to this Section 12.2 is delivered to Purchaser, capable of being satisfied if the Closing were to occur at such time) or that Seller Parent has irrevocably waived, to the extent permitted by Applicable Law, any unsatisfied conditions in Section 8.1 and unsatisfied Seller Closing Conditions in Section 8.3 and (y) Seller Parent is ready, willing and able to consummate the Transaction on the date of delivery of such written notice and (iii) Purchaser fails to consummate the Closing within three (3) Business Days following the later of (x) the date on which such confirmation has been delivered to Purchaser and (y) the date the Closing is required to have occurred pursuant to Section 9.1 (each of clauses (a) and (b), a “Purchaser Default”), then Seller Parent shall have the immediate right to terminate this Agreement.12.2.2 If this Agreement is terminated by Seller Parent pursuant to this Section 12.2, (or is terminated by Purchaser at a time when Seller Parent had the right to terminate this Agreement pursuant to this Section 12.2), then Purchaser shall pay, on due or cause to be paid, to Seller Parent an amount equal to $60,000,000 in circumstances in which a Purchaser Default exists (any such amount, the “Termination Fee”) plus any fees, costs and expenses as provided in the first sentence of Section 7.10(b) that remain unpaid as of such date (together with the applicable Termination Fee, the “Termination Payments”), such payment to be made by wire transfer of immediately available funds within three (3) Business Days following such termination into an account designated in writing by Seller Parent. In addition, if (1) Purchaser shall fail to pay any instalment or Termination Payments if and when due, Purchaser shall also pay to Seller Parent all of Seller Parent’s and its Affiliates’ out-of-pocket costs and expenses (including reasonable fees and expenses of legal counsel) incurred in connection with efforts to collect such Termination Payments up to an aggregate amount not to exceed $2,000,000 and (2) Seller Parent shall seek payment of any Termination Payments that results in a final, non-appealable determination that such Termination Payments were not payable, then Seller Parent shall pay to Purchaser all of Purchaser’s and its Affiliates’ out-of-pocket costs and expenses (including reasonable fees and expenses of legal counsel) incurred in connection with efforts to defend collection of such Termination Payments up to an aggregate amount not to exceed $2,000,000 (such cost and expenses in clauses (a) and (b), the “Recovery Costs”). The Parties acknowledge and agree that (i) the fees, agreements and other moneys which provisions of this Section 12.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payments shall constitute liquidated damages in a reasonable amount that will compensate Seller Parent in the event that such Termination Payments are payable and not a penalty, (iii) without these agreements, the Parties would not enter into this Agreement, (iv) in no event shall Purchaser may be required to pay, in terms hereof pay the Termination Payments on more than one occasion and (provided that no notice need be given if v) while Seller Parent may pursue both the breach is the non-payment of the deposit in paragraph 4 Termination Payments under this Section 12.2, and, prior to termination of this Agreement, specific performance of the Schedule type contemplated by, and subject to the limitations in, Section 14.17.2, under no circumstances shall Seller Parent be permitted or entitled both to (x) receive and retain the Termination Payments and (y) a grant of Particularsspecific performance that requires Purchaser to consummate the Transaction.12.2.3 Notwithstanding anything to the contrary set forth in this Agreement, if this Agreement is terminated pursuant to this Section 12.2, then each of the Parties hereto expressly acknowledges and agrees that, Seller Parent’s right to receive payment of the Termination Payments (plus, if applicable, any Recovery Costs) hereunder shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or commits otherwise) of Seller Parent, Seller, Target Entities and their respective subsidiaries and Affiliates and any other breach of their respective former, current or future stockholders, equityholders, general or limited partners, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives or Affiliates, or any former, current or future stockholder, equityholder, general or limited partner, member, manager, director, officer, employee, agent, representative, Affiliate, assignee or successor of any of the terms foregoing (collectively, the “Seller Related Parties”) against ▇▇▇▇▇▇▇▇▇ and conditions its respective Affiliates and any of this agreement (their respective former, current or future stockholders, equityholders, general or limited partners, members, managers, directors, officers, employees, agents, representatives, Affiliates, assignees or successors, or any former, current or future stockholder, equityholder, general or limited partner, member, manager, director, officer, employee, agent, representative, Affiliate, assignee or successor of any of the rules foregoing (collectively, the “Purchaser Related Parties”) or any Debt Financing Sources Related Parties, in each case, for all Losses, Liabilities and/or damages suffered as a result of any breach of this Agreement (or failure to perform hereunder), the Commitment Letters and/or failure to consummate the Transaction and regulations to which the transactions contemplated thereby (and the abandonment or termination thereof) or any matter forming the basis for the termination of this Agreement. Except as expressly provided in the immediately preceding sentence, none of the Purchaser is subject Related Parties or Debt Financing Sources Related Parties shall have any Liability to any of the Seller Related Parties relating to or arising out of this Agreement, the Commitment Letters or in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession document or theory of Applicable Law or equity (whether in contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, through Purchaser or otherwise, whether by or through attempted piercing of the Unit and corporate veil, by or through a claim all damages suffered by reason or on behalf of Purchaser against any other Purchaser Related Party or any Debt Financing Sources Related Party, any enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other Applicable Law or otherwise (except that Purchaser shall continue to be obligated to Seller Parent for amounts payable under this Section 12.2). For the Purchaser's breach avoidance of contract; or 12.1.2 to claim specific performance or immediate doubt, upon payment of the purchase priceTermination Payments (plus, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedif applicable, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it any Recovery Costs) to the Seller. No lease or other right of occupation in favour Seller Parent, none of the Purchaser Related Parties or Debt Financing Sources Related Parties shall be created have any further Liability (in each case, whether absolute, accrued, contingent, fixed or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right otherwise) to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour any of the Seller then such amounts so received by Related Parties relating to or arising out of this Agreement, the Commitment Letters or in respect of any other agreement, document or theory of Applicable Law or equity (whether in contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and none of the Purchaser Related Parties or Debt Financing Sources Related Parties shall have any further Liability to any of the Seller after cancellation as aforesaid shall be deemed Related Parties relating to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms or arising out of this clause Agreement, the Purchaser shall not be entitled to claim Commitment Letters or receive any compensation whatsoever from the Seller for any alterations, additions Transaction or improvements effected to or on the Unit save only as otherwise provided by lawtransactions contemplated thereby.

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Purchaser fails ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.3(a), (ii) at any time prior to payClosing, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect material default of the Property its covenants or Buildingobligations under this Agreement, including the Unitwhich default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 three (seven3) days of dispatch Business Days after Purchaser’s receipt of written notice calling upon of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to do so: 12.1.1 cause Escrow Agent to cancel this agreement, retake possession of disburse the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 ▇▇▇▇▇▇▇ Money to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms Seller shall survive such termination. The provisions of this agreement. Section 12.2 If this agreement is cancelled as hereinbefore provided, shall survive the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue termination of this agreement. 12.3 If the Purchaser disputes the Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.’s Initials: Purchaser’s Initials:

Purchaser’s Default. 12.1 If at any time prior to Closing, there shall have been a breach or default by Purchaser of any representation, warranty, covenant or obligation under this Agreement which breach or default (A) would give rise to the failure of a condition to the Closing hereunder, (B) either (1) cannot be cured or (2) if it can be cured, has not been cured prior to the first to occur of 5:00 p.m. on the date that is twenty (20) days following receipt by the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch Securities Sellers of written notice calling upon of such breach or 5:00 p.m. on the Purchaser date immediately preceding the Termination Date, as defined in the Securities Purchase Agreement, and (C) is not caused by a Seller’s Default (a “Purchaser’s Default”), and no Seller’s Default has occurred which remains uncured, then Seller may elect, subject to do so: 12.1.1 the written consent of Securities Sellers, to cancel (i) terminate this agreement, retake possession of the Unit and claim all damages suffered Agreement by reason of the Purchaser's breach of contract; or 12.1.2 providing written notice to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through Securities Sellers, in which case the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Deposit actually paid by Purchaser shall be created disbursed to Securities Sellers in accordance with and subject to Section 3.2.3 and Section 13.18, and the Parties shall have no further rights or come into existence by virtue obligations under this Agreement (except as provided herein), (ii) proceed to Closing without any adjustment in Purchase Price (except as contemplated in Section 3.1.1), (iii) provide written notice to Purchaser, Securities Sellers and Escrow Agent in accordance with and subject to the provisions of this agreement. 12.3 If Section 3.2.3 and Section 13.18 hereof, in which case, subject to the Purchaser disputes provisions of the Seller's foregoing referenced Sections, the Deposit shall be disbursed to Securities Sellers, and obtain a court order for specific performance; or (iv) in the event specific performance is not an available remedy, Seller shall have the right to cancel this agreementthe Deposit. For the avoidance of doubt, the right of Securities Sellers pursuant to their rights under Section 13.18 to seek specific performance of Purchaser’s obligations hereunder shall be in addition to Securities Sellers’ right to receive the Deposit pursuant to Section 3.2.3 hereof; provided, however, that if Securities Sellers are granted specific performance, then pending the determination of such dispute, the Purchaser Deposit shall be obliged to continue to pay all amounts applied toward the Purchase Price otherwise due and payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationfrom Purchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser shall be in default under this Contract in the event that (1) Purchaser fails or refuses to complete and execute all of the instruments required of Purchaser under this Contract promptly or when requested to do so by Seller; or (2) Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required refuses to pay, in terms hereof (provided that no notice need be given if the breach is the non-make timely payment of any payments required under this Contract; or (3) Purchaser in any other manner fails to or refuses to perform his obligations under this Contract. In the deposit event of any such default by Purchaser, Seller shall give Purchaser written notice of such default and allow seven (7) days from the date of such notice for Purchaser to cure such default. If Purchaser shall fail to cure such default within such seven (7) day period, Seller shall, and does hereby have, the unrestricted option to: (1) consider Purchaser in paragraph 4 default under this Contract; (2) retain the Deposit paid by Purchaser, but in no event more than twenty percent (20%) of the Schedule of Particulars) or commits any other breach Total Purchase Price, as agreed upon and liquidated damages which amount Purchaser agrees is fair and reasonable and in full settlement of any claim for damages; and, (3) terminate all rights of the terms and conditions of Purchaser under this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or BuildingContract and, including the Unit)thereupon, the Seller shall parties hereto will be entitled without prejudice to any other remedies released and relieved from all obligations hereunder. The provisions herein contained for liquidated and agreed upon damages are bona fide provisions for such and are not a penalty, the parties understanding that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment withdrawal of the purchase priceUnit from sale to the general public at a time when other parties would be interested in purchasing the Unit, interest that Seller will have sustained damages if Purchaser defaults, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, as aforesaid, the provisions for liquidated and all other amounts agreed upon damages has been incorporated into this Contract as may a provision beneficial to both parties hereto. Purchaser and Seller recognize the impossibility of measuring Seller’s damages if Purchaser defaults. If the amount of Purchaser’s Deposit exceeds twenty percent (20%) of the Total Purchase Price, the excess shall be payable refunded to Purchaser upon the earlier of (i) the closing of the resale of the Unit to another buyer, or (ii) one (1) year from the default by Purchaser. In the Purchaser in terms event any litigation is commenced as a result of this agreement. 12.2 If this agreement is cancelled as hereinbefore providedContract and Seller prevails in such litigation, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall also be created or come into existence by virtue of this agreementliable for Seller’s attorneys’ fees and costs resulting therefrom at all trial and appellate levels. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the event of a material default hereunder by Purchaser or if the Closing fails to payoccur by reason of Purchaser's failure or refusal to perform its obligations hereunder, on due date any instalment or other moneys which then Seller and/or U S WEST may (i) terminate this Agreement, except for the Surviving Obligations, by written notice to Purchaser may be required and (ii) subject to pay, and in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of accordance with the terms and conditions of limitations set forth in Section 14.8 this agreement Agreement, initiate and prosecute actions for specific performance. If Seller and/or U S WEST elects to terminate this Agreement pursuant to and in accordance with this Section 13.3 then this Agreement (other than the Surviving Obligations) shall be terminated and neither party shall have any further rights, obligations or of any of the rules and regulations to which the Purchaser is subject liabilities hereunder, except in respect of the Property Surviving Obligations; PROVIDED, HOWEVER, that except for the Surviving Obligations, if this Agreement is terminated, U S WEST is then entitled to the then outstanding balance of the ▇▇▇▇▇▇▇ Money, which shall constitute liquidated damages for all loss, damage and expenses suffered by Seller and U S WEST that do not arise under or Buildingin connection with a Surviving Obligation, including the Unit)it being agreed that Seller's and U S WEST's damages that do not arise under or in connection with a Surviving Obligation are impossible to ascertain, the and except as otherwise expressly provided in this Agreement, Seller shall be entitled without prejudice to and U S WEST hereby expressly waive, relinquish and release any other remedies that it may have right or remedy available to either of them at law, if in equity or otherwise by reason of Purchaser's failure to perform its obligations under this Agreement that do not arise under or in connection with a Surviving Obligation, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RECOVER CONSEQUENTIAL, PUNITIVE, STATUTORY OR ANY OTHER DAMAGES. Seller and U S WEST expressly represent and affirm that based on numerous factors, including, without limitation, the Purchaser fails to remedy such breachnegotiations, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession unique nature of the Unit Facilities and claim all uncertain market conditions, that make it impossible or extremely difficult to fix the actual damages suffered by reason Seller and U S WEST on account of any default by Purchaser under this Agreement that do not arise under or in connection with a Surviving Obligation, the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest foregoing liquidated damages clause is a reasonable and all other amounts as may be payable by the Purchaser in terms enforceable provision of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Agreement. In no event shall Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice any grace period or notice respecting the requirement on the part of Purchaser to its rights of cancellation as aforesaidclose the transactions contemplated under this Agreement on the Closing Date. If such dispute is decided Notwithstanding anything to the contrary in favour of this Section 13.3, the Seller then such amounts so received by the Seller after cancellation as aforesaid Ongoing Lawsuit shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled dismissed in terms accordance with Section 6.3 of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by lawAgreement.

Purchaser’s Default. 12.1 If the Purchaser fails shall fail to pay, on due date any instalment pay the Purchase Price as provided in Clause 2 or other moneys which the Purchaser may be required fail to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of perform any of the terms its undertakings covenants and conditions of this agreement (or of any of the rules and regulations warranties on its part herein to which the Purchaser is subject in respect of the Property or Building, including the Unit)be performed, the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller Vendor shall be entitled to accept such payments without prejudice to its rights take action for specific performance of cancellation as aforesaid. If such dispute is decided in favour this Agreement at the cost and expense of the Seller then Purchaser and/or at the Vendor’s sole discretion to terminate this Agreement at any time thereafter. Upon such amounts so received termination, the Vendor shall forfeit the Deposit together with any accrued interest as agreed liquidated damages and refund all other sums (if any) paid by the Seller after cancellation as aforesaid Purchaser towards the Purchase Price free of interest within Fourteen (14) days of such termination. The Purchaser shall be deemed at its own costs and expenses (i) to have been paid re-deliver vacant possession of the Property in original condition to the Seller prior Vendor (if the same has been delivered to cancellation. 12.4 Should this agreement be cancelled in terms the Purchaser); (ii) to withdraw all caveats lodged by or on behalf of this clause the Purchaser and/or the Purchaser’s Financier and to forward proof of the withdrawal to the Vendor’s Solicitors, failing which the Purchaser shall not indemnify the Vendor for damages, loss and expenses incurred by the Vendor for the removal of these caveats; and (iii) to return the Transfer Documents and the Security Documents to the Vendor with the Vendor’s interest intact (Provided Always that if the MOT has already been adjudicated and stamped then the Purchaser’s Solicitors shall surrender the MOT to the stamp office for cancellation and refund of the stamp duty paid by the Purchaser and thereafter returned the MOT duly cancelled by the stamp office to the Vendor’s Solicitors) whereupon this Agreement shall terminate and be entitled to of no further effect and neither parties hereto shall have any claim or receive any compensation whatsoever from against the Seller other except for any alterations, additions or improvements effected antecedent breach and thereafter the Vendor shall be at liberty to or on deal with the Unit save only Property in such manner as otherwise provided by lawthe Vendor shall think fit.

Purchaser’s Default. 12.1 If Purchaser shall default hereunder (including, without limitation, a default hereunder based on a breach by Purchaser of Purchaser’s representations and warranties set forth in Section 11.2 that would prevent Purchaser from purchasing the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, Property in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particularsaccordance with this Agreement) or commits any other shall fail or refuse to perform its obligation to purchase the Property in breach of any of the terms and conditions of this agreement (or of any of the rules Agreement, and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 breach shall continue for five (seven5) days of dispatch Business Days following receipt by Purchaser of written notice calling upon thereof from Seller (which five (5) Business Days shall, if necessary, automatically extend the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it Closing Date to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination expiration of such disputefive (5) Business Day period), the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept terminate this Agreement and retain the Downpayment, which retention thereof shall be Seller’s sole and exclusive remedy under this Agreement, at law or in equity, for such payments without prejudice breach or default to its rights of cancellation as aforesaid. If close the transaction contemplated under this Agreement, excepting, however, the Surviving Obligations which shall specifically survive such termination, and Seller’s right to bring an action to collect prevailing parties’ fees in accordance with Section 31 below in connection with the any dispute is decided in favour relating to the disposition of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationDownpayment. THE PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S MATERIAL DEFAULT HEREUNDER, HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT, AND IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE SAME AS FULLY AGREED LIQUIDATED DAMAGES. SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST PURCHASER, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY SUCH BREACH OR DEFAULT AND FAILURE TO CLOSE BY PURCHASER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH DOWNPAYMENT. THE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES OF THIS TRANSACTION AND THE MARKETPLACE AT THE TIME HEREOF, THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE AND IN ACCORDANCE WITH TENNESSEE LAW. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to payconsummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on due date any instalment behalf of Purchaser herein shall have been materially incorrect when made or other moneys which when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser may be required to payand the Escrow Agent written notice thereof, in terms hereof which event neither party shall have any further rights, duties or obligations hereunder (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it except to the Seller. No lease or other right extent this Agreement may specifically provide for the survival of occupation in favour certain obligations of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof Purchaser) and the Seller shall be entitled to accept receive the ▇▇▇▇▇▇▇ Money from the Escrow Agreement as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such payments without prejudice to its rights of cancellation as aforesaiddefault. If such dispute is decided in favour Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Seller then such amounts so received by the Seller after cancellation as aforesaid Letter of Credit shall be deemed returned to have been paid to the Seller prior to cancellationPurchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Purchaser fails to payperform any of Purchaser's obligations under this Agreement for any reason other than (i) the termination of this Agreement by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Agreement (other than this Section), on due date any instalment or other moneys which the Purchaser may be (ii) Seller's failure to perform Seller's obligations when required to paybe performed under this Agreement, and such default by Purchaser (other than default in performance due at Closing, for which there is no notice or cure right) is not cured by the sooner of Closing or five (5) business days after Seller gives Purchaser written notice of such default, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice thereof to Purchaser, in terms hereof (which event the ▇▇▇▇▇▇▇ Money shall be delivered to Seller as liquidated damages free and clear of all rights and claims of Purchaser with respect thereto, and neither Purchaser nor Seller shall have any further rights or obligations under this Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to perform any of Purchaser’s obligations at Closing other than the liquidated damages provided that no notice need be given if the for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller’s rights, as they may exist at law, to obtain injunctive or equitable relief to prevent Purchaser’s breach, threatened breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other continued breach of any pre-Closing covenant of Purchaser under this Agreement, but Seller is waiving the terms and conditions right to seek specific performance of Purchaser’s obligations to close this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller transaction. Nothing herein shall be entitled without prejudice construed as a waiver of or limit Seller’s right to pursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days post-Closing obligations of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate including, without limitation, Purchaser’s obligations under the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreementIndemnity Agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser shall default (a) in the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of Purchase Price or the Schedule of Particulars) or commits any other breach performance of any of its other obligations to be performed on the terms and conditions of this agreement Closing Date or (or b) in the performance of any of its material obligations to be performed prior to the rules Closing Date and, with respect to any default under this clause (b) only, such default shall not be cured on or prior to the date that is five (5) Business Days after written notice to Purchaser, Purchaser’s attorney and regulations Escrow Agent, then Seller shall have the right to which treat this Agreement as having been breached by Purchaser and Seller’s sole and exclusive remedy on account of such breach shall be the right to terminate this Agreement by written notice to Purchaser is subject in or Purchaser’s attorney. Upon such termination (i) Purchaser shall forfeit all rights and claims with respect of to the Property pursuant to this Agreement and to the Downpayment and (ii) Escrow Agent shall promptly remit the Downpayment to Seller; and thereupon neither party shall have any obligations or Building, including liabilities hereunder except those that expressly survive termination of this Agreement. In the Unit), event the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase priceDownpayment to Seller is delayed in connection with any litigation, interest and all other amounts as may be payable by the Purchaser then, in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged addition to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour receipt of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementDownpayment, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept judgment interest from Purchaser from date on which the Downpayment would have otherwise been payable to Seller, but for such payments without prejudice to its rights litigation (and such entitlement of cancellation as aforesaidSeller and obligation of Purchaser shall survive the termination of this Agreement). If such dispute is decided in favour Seller and Purchaser hereby agree that payment of the Downpayment to Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid be fair and adequate, but not excessive, liquidated damages (and not a penalty) based upon the following considerations which Seller and Purchaser agree would constitute damages to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterationsdefault by Purchaser but which are impossible to quantify, additions to wit: (A) the removal of the Property from the real estate market together with the uncertainty of obtaining a new purchaser at the same or improvements effected greater purchase price; (B) the expenses incurred by Seller, including (but not by way of limitation) attorneys’ fees, taxes, mortgage interest, and other items incidental to the maintenance of the Property until it is eventually sold; and (C) all other expenses incurred by Seller as a result of Purchaser’s default. The Downpayment is not intended to cap amounts, if any, due Seller in respect of any indemnification from Purchaser that survives termination of or on Closing under this Agreement. In the Unit save only as otherwise provided event of such termination, Purchaser shall promptly destroy all due diligence materials, reports and studies delivered to Purchaser by lawSeller or any broker, agent, representative or employee of Seller (without Purchaser retaining copies thereof).

Purchaser’s Default. 12.1 If the Purchaser fails shall fail neglect or refuse to pay, complete the transfer for any reasons other than due to the Vendor's default and failure to comply with its obligations under this Agreement on due date any instalment the Completion Date or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit)Extended Completion Date, the Seller shall be entitled without prejudice Vendor has the right to any other remedies that it may have at law, if the Purchaser fails forthwith to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel terminate this agreement, retake possession of the Unit and claim Agreement thereupon all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 rights under this Agreement shall cease and the forfeitable Deposit shall irrevocably be forfeited to claim specific performance or immediate payment of the purchase price, interest Vendor absolutely and shall be retained by and shall thenceforth belong to the Vendor and shall not be refunded to the Purchaser under any circumstances whatsoever but the Vendor shall refund to the Purchaser all other amounts as may be payable monies paid by the Purchaser towards account of the Purchase Price, if any, free of interest and the Vendor shall be at liberty to sell or otherwise deal with the said Properties at such price and in terms of this agreement. 12.2 If this agreement is cancelled such manner and to such person or persons as hereinbefore provided, the Vendor may think fit and shall not be accountable to the Purchaser for any profit on such sale. In such an event, it is hereby further agreed and all persons claiming a right declared that the said Memoranda of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser Transfer shall be created or come into existence by virtue treated as null and void and of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination no further effect of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof force whatsoever and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to make any claim and demand whatsoever against the Vendor or receive any compensation whatsoever from the Seller said Solicitors for any alterationsloss or damage or whatsoever compensation which may have been incurred or suffered by the Purchaser on account thereof or arising therefrom or under these presents save and except for antecedent breach(es), additions or improvements effected to or on the Unit save only as otherwise provided by lawif any.

Purchaser’s Default. 12.1 13.1 If the Purchaser fails to pay, pay on due date any instalment or other moneys amount which the Purchaser may in terms hereof be required obliged to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Buildingland and/or building, including the Unitsection), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- non-payment within 7 (seven) seven days of dispatch receipt of written notice per email, facsimile or delivery by hand calling upon the Purchaser so to do so:do:- 12.1.1 13.1.1 to cancel this agreement, retake possession of the Unit and unit and:- 13.1.1.1 claim all damages suffered by reason of the Purchaser's breach of contract, in which event, pending the determination of such damages, the Seller shall be entitled to retain in pledge, as security for the due payment by the Purchaser of such damages, all amounts paid including to the conveyancers, by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages is established, set off and credit against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; or including, but not limited to, the conveyancers wasted fees 13.1.1.2 claim payment of all arrear payments determined by the Recommended Tariff of the Legal Practice Council which amount is stated on annexure “E” and retain all payments including the deposits, already made by the Purchaser to the Seller, including to the conveyancers, prior thereto, as a penalty or as liquidated damages; or 12.1.2 13.1.2 to claim specific performance or immediate payment of the full balance of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 13.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit unit and to deliver it to the Seller, in the same condition in which it was delivered. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 13.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 13.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit section save only as otherwise provided by law.

Purchaser’s Default. 12.1 7.1 If the Purchaser fails to pay, pay on any due date of any instalment or other moneys monies which the Purchaser may in terms hereof be required obliged to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Buildingland and/or building, including the UnitProperty), the Seller shall be entitled entitled, without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment non-payment, within 7 10 (sevenTen) days of dispatch to the Purchaser of written notice per prepaid registered or certified post or delivery of such written notice to the Purchaser by hand or transmission to the Purchaser by fax, calling upon the Purchaser to do so:so remedy (save that the Seller shall not be obliged to give any notice where the breach is non-payment of the deposit): 12.1.1 7.1.1 to cancel this agreement, retake possession of the Unit and Property and/or; 7.1.2 claim all damages suffered by reason of the Purchaser's breach of contract, in which event, pending the determination of such damages, the Seller shall be entitled to retain in pledge, as security for the due payment by the Purchaser of such damages, all amounts paid by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; orand/or 12.1.2 7.1.3 claim payment of all arrear payments then due and retain all payments already made by the Purchaser to the Seller prior thereto, as a penalty or as liquidated damages; or to claim specific performance or immediate payment of the full balance of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 7.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit Property and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 7.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 7.4 The Purchaser warrants that all information given by the Purchaser in respect of any application for a loan for the purposes of funding the purchase of the Property will be true and correct in all respects. Should the Purchaser be in breach of this warranty then, without prejudice to any other rights the Seller may have arising from such breach, the Purchaser shall ipso facto forfeit to the Seller all amounts paid by it on account of the purchase price (including interest thereon) and hereby irrevocably instructs the Conveyancers to release to the Seller such amounts plus such interest. 7.5 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit Property save only as otherwise provided by law.

Purchaser’s Default. 12.1 If In the event the sale of the Transferred Assets is not consummated because of a default or breach under this Agreement on the part of Purchaser, and such default or breach has not been waived by Seller or cured by Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof within ten (10) days after written notice thereof by Seller (provided that no the failure to deliver the Purchase Price at the Closing as required hereunder shall not be subject to cure hereunder unless otherwise agreed to in writing by Seller, but rather shall be subject to a two (2) day notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unitcure period only), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch terminate this Agreement by delivery of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, whereupon Escrow Agent shall forthwith be obliged pay the ▇▇▇▇▇▇▇ Money Deposit and any accrued interest thereon to vacate the Unit and to deliver it to the Sellerretained by Seller as liquidated damages for such default or breach by Purchaser, and neither Party shall have any further rights or obligations hereunder except as expressly provided in Section 8.05 below. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreementTHE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT OR BREACH BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT OR BREACH UNDER THIS AGREEMENT ON THE PART OF PURCHASER. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If Purchaser shall notify Icon immediately upon the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach existence of any of the following, each, a “Purchaser Default:” (i) Except as set forth in Section 7(b) above, Purchaser shall fail to pay all or any portion of the Minimum Payment on the Expiration Date; (ii) Purchaser shall fail to comply with any of its covenants set forth in this Agreement; (iii) Purchaser shall fail to perform any terms or agreements contained in this Agreement or in any other document or instrument executed or delivered in connection herewith, including Purchaser’s obligation to pay the Purchase Price for Media Advertising provided pursuant to this Agreement, on the payment terms set forth in Section 4 above; (iv) Any representation or warranty of Purchaser in this Agreement or in any other document or instrument executed or delivered in connection herewith, shall have been false in any material respect on the date when made or deemed to have been made or repeated; (v) Purchaser shall be in default under any other agreements Purchaser may now or hereafter have with Icon; (vi) Purchaser shall fail to pay at maturity or when otherwise payable in whole or in part, or within any applicable period of grace, any obligation involving more than One Million and conditions 00/100 Dollars ($1,000,000.00) in the aggregate for borrowed money or credit received, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such obligation, for such period of this agreement time as would permit (assuming the giving of any appropriate notice required) the holder or holders thereof or of any obligations issued there under to accelerate the maturity thereof; (vii) There shall occur a change in Purchaser’s business, financial condition, results of operations or prospects which has had or could reasonably be expected to have a Material Adverse Effect on Purchaser; (viii) Purchaser shall make an assignment for the rules and regulations benefit of creditors, or admit in writing its general inability to which pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of Purchaser is subject or of any substantial part of Purchaser’s assets or shall commence any case or other proceeding relating to Purchaser under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in respect effect, or shall take any action to authorize or in furtherance of any the Property foregoing, or Building, including the Unit), the Seller if any such petition or application shall be entitled without prejudice to filed or any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease case or other right of occupation in favour of the Purchaser proceeding shall be created or come into existence by virtue of this agreement.commenced against Purchaser; and 12.3 If (ix) Notwithstanding the foregoing, a “Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser Default” shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall not be deemed to have been paid occurred under subsections: (a) 10(a)(i), (ii) or (iii) involving a payment of money, unless Purchaser shall fail to the Seller prior pay to cancellation. 12.4 Should this agreement be cancelled in terms Icon all or any portion of this clause the Purchaser a payment when due, and such failure shall not be entitled cured within ten (10) business days of the date Purchaser first receives written notice of such failure from Icon; and (b) 10(a)(ii) or (iii) with respect to claim any failure by Purchaser there under not involving a payment of money, unless such failure shall not be cured by Purchaser within thirty (30) days after Purchaser first has notice of such failure (or receive any compensation whatsoever from the Seller if such failure cannot reasonably be cured within thirty (30) days, then for any alterationssuch longer period not to exceed an additional sixty (60) days as shall be required to cure such failure), additions or improvements effected provided, however, that Purchaser shall at all times be diligently attempting to or on the Unit save only as otherwise provided by lawcure such failure.

Purchaser’s Default. 12.1 If Purchaser shall be in default, hereunder and fail to close the transaction contemplated hereunder, provided Purchaser fails has not exercised any of its rights to payterminate this Agreement, then the Seller shall have the right, if and only if Seller is ready, willing and able to convey title to the Properties in accordance with the terms of this Agreement, to treat this Agreement as having been breached by Purchaser and the Seller's sole remedy on due date any instalment account of such breach shall be the right to terminate this Agreement by written notice to Purchaser or other moneys which Purchaser's attorney. Upon such termination (a) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Deposit; and (b) Escrow Agent shall remit the Deposit to the Seller. The Seller and Purchaser may be required to pay, in terms hereof (provided hereby agree that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations Deposit to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice deemed to any other remedies that it may have at lawbe fair and adequate, if the Purchaser fails to remedy such breachbut not excessive, default or non- payment within 7 (seven) days of dispatch of written notice calling liquidated damages based upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and following considerations which the Seller shall be entitled and Purchaser agree would constitute damages to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterationsdefault by Purchaser but which are impossible to quantify, additions to wit: (i) the removal of the Properties from the real estate market together with the uncertainty of obtaining a new purchaser at the same or improvements effected greater purchase price; (ii) the expenses incurred by the Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to or on the Unit save only maintenance of the Properties until they are eventually sold; and (iii) all other expenses incurred by the Seller as otherwise provided a result of Purchaser's default. In the event of such termination, Purchaser shall immediately return all due diligence material, reports and studies delivered to Purchaser by lawthe Seller and this Agreement shall be of no further force and effect except for those provisions expressly stated to survive termination of this Agreement.

Purchaser’s Default. 12.1 If If, on the scheduled Closing Date the conditions precedent to Purchaser’s obligation to purchase have been satisfied and either Purchaser fails to paydeliver the balance of the Purchase Price in accordance with Section 11.2.1, or fails to deliver any of the documents and instruments required by the terms of Section 11.2 that continues for two (2) Business Days after notice (any such default, a “Purchaser Closing Default”), then Seller shall have the right to elect as its sole and exclusive remedy with respect to such Purchaser Closing Default, to (a) receive the Deposit from the Escrow Agent as its sole and exclusive remedy at law and in equity and thereupon this Agreement shall be terminated and neither Seller nor Purchaser shall have any further rights or obligations hereunder except those which expressly survive such termination, or (b) waive the default or breach and proceed to close the transaction. The foregoing remedy shall be Seller’s sole and exclusive remedy for Purchaser’s Closing Default, it being understood and agreed between Purchaser and Seller that the amount of the Deposit shall be agreed liquidated damages for a Purchaser’s Closing Default hereunder due to the difficulty, inconvenience and uncertainty of ascertaining actual damages for such breach or default. Seller hereby waives any and all other rights and remedies at law, in equity, by statute, regulation or otherwise as a result of a Purchaser’s Closing Default hereunder. If, on due date any instalment or other moneys which before the scheduled Closing Date, Purchaser may be required to pay, is in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach default of any of the terms and conditions of this agreement (its obligations hereunder, in any material respect, or of any of Purchaser’s representations or warranties are, in the rules aggregate, untrue, inaccurate or incorrect in any material respect, and regulations to any such circumstance continues for five (5) Business Days after written notice (which the Purchaser is subject in respect of the Property written notice shall detail such default or Building, including the Unitbreach), the Seller Seller’s sole remedy with respect to such default by Purchaser in its material obligations under this Agreement that is not a Purchaser Closing Default (a “Pre-Closing Default”), shall be entitled without prejudice either to any other remedies that it may have (i) receive the Deposit from the Escrow Agent as its sole and exclusive remedy at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel law and in equity and thereupon this agreement, retake possession of the Unit Agreement shall be terminated and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the neither Seller nor Purchaser shall be created have any further rights or come into existence by virtue of this agreementobligations hereunder except those which expressly survive such termination, or (ii) waive the Pre-Closing Default and proceed to close the transaction. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If the Section 7.4 hereof shall not be applicable and Purchaser is in default and fails to payperform any of its material obligations under this Agreement including, on due date any instalment or other moneys which without limitation, a failure to fully and completely comply with the Purchaser may conditions to Closing set forth in Section 7.2(a) hereof, then the Deposit shall be required promptly disbursed to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment Seller. Upon receipt of the deposit Deposit by Seller, Seller shall retain the Deposit as liquidated damages, and Seller shall have no obligation to convey title to the Property to Purchaser, and except as expressly provided in paragraph 4 this Agreement, upon such disbursement of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of Deposit to Seller, this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller Agreement shall be entitled without prejudice to any other remedies that it may have at lawabsolutely, if the Purchaser fails to remedy such breachautomatically and completely null, default void and of no further force or non- payment within 7 (seven) days effect. Enforcement of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementreceive the Deposit and the retention of the Deposit, then pending the determination of such disputewhen disbursed to, the Purchaser and retained by Seller as liquidated damages, shall be obliged to continue to pay all amounts payable by him Seller's sole remedy in terms the event of this agreement on Purchaser's default hereunder. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. Notwithstanding the due dates thereof and the foregoing, Seller shall be entitled have the right to accept such payments waive any default of Purchaser, in whole or in part, in its sole and absolute discretion, and proceed to Closing without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid any credit or adjustment to the Seller prior Purchase Price or further liability of Purchaser with respect to cancellationsuch default. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If at any time following the expiration of the Inspection Period and prior to Closing, Purchaser fails to payperform in any material respect any of its covenants or obligations under this Agreement (and, on due date any instalment or if such failure is other moneys than a failure to deliver Purchaser’s Closing Deliveries (for which the Purchaser may there shall be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unitcure period), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy cure such breach, default or non- payment condition failure within 7 five (seven5) days of dispatch of after written notice calling upon the Purchaser of such failure is delivered by Seller to do so: 12.1.1 Purchaser) (a “Purchaser’s Default”), then Seller may elect, as its sole and exclusive remedy, to cancel (a) terminate this agreement, retake possession of the Unit and claim all damages suffered Agreement by reason of the Purchaser's breach of contract; or 12.1.2 providing written notice to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate in which case the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser Deposit shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right disbursed to cancel this agreementSeller as liquidated damages in accordance with Section 3.2.5, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller Parties shall be entitled have no further rights or obligations under this Agreement, except those which expressly survive such termination or (b) waive such default and proceed to accept such payments Closing without prejudice to its rights of cancellation as aforesaid. If such dispute is decided any reduction in favour of or setoff against the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationPurchase ▇▇▇▇▇. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations▇▇ NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT MEMBERS, additions or improvements effected to or on the Unit save only as otherwise provided by lawPARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Default. 12.1 If (i) Purchaser has not deposited the Purchaser fails ▇▇▇▇▇▇▇ Money within the time period provided in Section 3.3(a), (ii) at any time prior to payClosing, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect material default of the Property its covenants or Buildingobligations under this Agreement, including the Unitwhich default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the and Purchaser fails to remedy has not cured such breach, default or non- payment Purchaser Default within 7 five (seven5) days of dispatch Business Days after Purchaser’s receipt of written notice calling upon of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the ▇▇▇▇▇▇▇ Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to do so: 12.1.1 cause Escrow Agent to cancel this agreement, retake possession of disburse the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 ▇▇▇▇▇▇▇ Money to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms Seller shall survive such termination. The provisions of this agreement. Section 12.2 If this agreement is cancelled as hereinbefore provided, shall survive the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue termination of this agreement. 12.3 If the Purchaser disputes the Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.’s Initials: SB Purchaser’s Initials: LB

Purchaser’s Default. 12.1 If Purchaser shall be in default of any obligations imposed upon Purchaser by this Agreement and the Purchaser fails Closing shall not timely occur as a result thereof, and the Seller has performed or has offered to pay, on due date any instalment perform its obligations hereunder or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach there is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other a material breach of any of Purchaser's representations and warranties, then the terms Seller shall have the right to treat this Agreement as having been breached by Purchaser and conditions the Seller's sole remedy on account of such breach shall be the right to terminate this agreement Agreement by written notice to Purchaser or Purchaser's attorney. Upon such termination (or of any a) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Deposit; and (b) Escrow Agent shall remit the Deposit to the Seller. The Seller and Purchaser hereby agree that payment of the rules and regulations Deposit to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice deemed to any other remedies that it may have at lawbe fair and adequate, if the Purchaser fails to remedy such breachbut not excessive, default or non- payment within 7 (seven) days of dispatch of written notice calling liquidated damages based upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and following considerations which the Seller shall be entitled and Purchaser agree would constitute damages to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterationsdefault by Purchaser but which are impossible to quantify, additions to wit: (i) the removal of the Property from the real estate market together with the uncertainty of obtaining a new purchaser at the same or improvements effected greater purchase price; (ii) the expenses incurred by the Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to or on the Unit save only maintenance of the Property until it is eventually sold; and (iii) all other expenses incurred by the Seller as otherwise provided a result of Purchaser's default. In the event of such termination, Purchaser shall immediately return all due diligence material, reports and studies delivered to Purchaser by lawthe Seller (without Purchaser retaining copies thereof).

Purchaser’s Default. 12.1 (a) If Seller has complied with all of the covenants and conditions contained herein in all material respects and Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms consummate this Agreement and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered take title by reason of the a default on Purchaser's breach part, then the parties hereto recognize and agree that the damages that Seller will sustain as a result thereof will be substantial, but difficult if not impossible to ascertain. Therefore, the parties agree that, in the event of contract; or 12.1.2 Purchaser's default as aforesaid, Seller shall, as its sole remedy, first demand payment from Purchaser in an amount equal to claim specific performance the Deposit as liquidated damages (in which event, following full payment, the Letter of Credit shall be returned to Purchaser), and if Seller has not received such amount by the earlier of five days after Seller's demand or immediate payment the day prior to the expiry date of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms Letter of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementCredit, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept direct the Escrow Agent to draw under the Letter of Credit in the full amount thereof and pay the proceeds of such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid drawing to the Seller prior plus interest earned thereon, if any, as liquidated damages, and after such payment or drawing neither party shall have any further rights or obligations with respect to cancellationthe other under this Agreement, except for the Surviving Covenants. Seller acknowledges and agrees (1) that the Deposit plus interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of closing to occur due to a default by Purchaser under this Agreement and (2) Purchaser seeks to limit its liability under this Agreement to the amount of the Deposit plus interest earned thereon in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default by Purchaser hereunder. (b) In the event that after the Closing Date (i) Purchaser is in default in the payment of any monetary obligation hereunder which continues for more than ten days or (ii) is in default in the performance of any other obligation hereunder which continues for more than 45 days, then Seller may seek damages (but excluding consequential damages) from Purchaser. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.

Purchaser’s Default. 12.1 If (a) the sale contemplated hereby is not consummated because of a default by Purchaser fails in its obligation to paypurchase the Membership Interests in accordance with the terms of this Agreement after Seller has performed or tendered performance of its obligations in all material respects in accordance with this Agreement; or (b) Purchaser otherwise materially defaults under this Agreement and such default shall continue for ten (10) calendar days after receipt of written notice thereof from Seller, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need shall be given required for a failure to timely participate in Closing or make any required Deposit, then as Seller’s sole remedy, Seller may terminate this Agreement by written notice to Purchaser, whereupon the Deposit shall be paid to and retained by Seller as liquidated damages; and except for the applicable Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. The parties hereto, before entering into this Agreement, have been concerned with the fact that substantial damages will be suffered by Seller if Purchaser should materially default under this Agreement. Purchase and Seller acknowledge that the damages to Seller upon a material breach of this Agreement by Purchaser would be difficult or impossible to determine, that the amount of the Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the breach transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the Effective Date and under the circumstances that Seller and Purchaser reasonably anticipate would exist at the time of such breach. The parties, having made a diligent endeavor to ascertain the actual compensatory damages which Seller would suffer in the event of Purchaser’s material default under this Agreement, hereby agree that the reasonable estimate of said damages is the non-payment sum equal to the amount of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at lawDeposit. Therefore, if the Purchaser fails sale contemplated hereby shall fail to remedy such breach, close because of a default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in its obligation to purchase the Membership Interests in accordance with the terms of this agreement. 12.2 If Agreement after Seller has performed or tendered performance of all of its obligations in all material respects in accordance with this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease Agreement or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of otherwise materially default under this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreementAgreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to and shall retain the entire Deposit as liquidated damages and as its rights of cancellation as aforesaidsole remedy at law or in equity. If such dispute is decided in favour The amount of the Seller then such amounts so received liquidated damages has been established by the parties as the amount of monetary damages Seller after cancellation as aforesaid will suffer based solely upon a material default by Purchaser under this Agreement and Seller shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim recover no other damages from Purchaser. Notwithstanding anything herein to the contrary set forth in this Agreement, nothing set forth herein shall (a) limit or receive impair any compensation whatsoever from the remedies that may be available to Seller with respect to Purchaser’s obligations or liabilities for any alterations, additions or improvements effected to or on of the Unit save only applicable Surviving Obligations of Purchaser except as otherwise provided in this Agreement or in the applicable Closing Documents entered into by lawPurchaser and Seller; or (b) be construed to limit Seller’s rights to make a claim against any insurance policy that Purchaser was required to obtain pursuant to Section 5 or that Purchaser otherwise maintains for or in connection with either any breaches by Purchaser of its obligations under Section 5.2 or Purchaser’s indemnification obligations set forth in Section 5.2.

Purchaser’s Default. 12.1 If the (a) The following events shall constitute "Purchaser fails Defaults:" (i) Purchaser shall fail to pay, on due date pay all or any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment portion of the deposit Minimum Payments when due. (ii) Purchaser shall fail to perform any terms, covenants or agreements contained in paragraph 4 of the Schedule of Particulars) this Agreement or commits in any other breach of any of the terms and conditions of this agreement (document or of any of the rules and regulations to which the Purchaser is subject instrument executed or delivered in respect of the Property or Buildingconnection herewith, including Purchaser's obligation to pay the Unit)Purchase Price (on the payment terms set forth in Section 4 above) for Media Advertising provided pursuant to the Media Plan, the Seller and any such failure to perform shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 remain uncured for a period of thirty (seven30) days of dispatch from Purchaser's receipt of written notice calling of such failure to perform. (iii) Any representation or warranty of Purchaser in this Agreement or in any other document or instrument executed or delivered in connection herewith shall have been false in any material respect upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance date when made or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellationmade or repeated. 12.4 Should this agreement be cancelled (iv) The occurrence of any default in terms the payment or performance, and the subsequent acceleration, of this clause the any debt or other obligations owed by Purchaser to any other person or entity unaffiliated with IVC or Icon with an outstanding principal balance in excess of $5,000,000. (v) Purchaser shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of Purchaser or of any substantial part of Purchaser's assets or shall commence any case or other proceeding relating to Purchaser under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against Purchaser and such filing, case or proceeding shall not have been bonded against, vacated or dismissed within forty-five (45) days of its effective date. (b) Upon the occurrence of a Purchaser Default, IVC may, at its option, upon written notice and demand to Purchaser, declare all Minimum Payments to be entitled immediately due and payable in full, whereupon IVC's and Icon's obligations to claim or receive supply the Media Advertising set forth in the Pro Forma Media Purchase Plan shall thereupon terminate, and neither IVC nor Icon shall have any compensation whatsoever from the Seller for any alterations, additions or improvements effected further obligations to or on the Unit save only as otherwise provided by lawPurchaser under this Agreement.

Purchaser’s Default. 12.1 If In the event (i) Purchaser fails or refuses to tender performance and consummate Closing when required to do so in compliance with the terms of this Agreement, or (ii) Purchaser fails to payperform or otherwise breaches any of its other material obligations under this Agreement and such failure or breach continues for a period of ten (10) days after written notice from Seller Parties specifying such failure or breach in reasonable detail, on due date the same shall constitute a “Purchaser Default” hereunder. In the event of any instalment or other moneys which Purchaser Default, the Seller’s Parties shall be entitled, as their sole and exclusive remedy, to terminate this Agreement upon written notice to Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-and receive payment from Purchaser of the deposit in paragraph 4 DD Deposit, the reimbursement of the Schedule of Particularsup to Twenty Five Thousand and No/100 Dollars ($25,000.00) or commits for any other breach out-of-pocket costs of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Buildingthird parties, including any expenses incurred by Seller Parties to obtain the Unit), consent HCR and MidCap (including their attorney fees) and assignment and delivery to the Seller shall be entitled without prejudice to any other remedies that it may have at lawParties, if the Purchaser fails to remedy such breachfor their future use, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the SellerDue Diligence Materials. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour Each of the Seller then Parties and Purchaser acknowledge and agree that Purchaser’s delivery of such amounts so received by the Seller after cancellation as aforesaid funds and Due Diligence Materials shall be deemed to have been paid liquidated damages for Purchaser’s breach of this Agreement, it being further agreed that the actual damages to the Seller prior Parties in the event of such breach are impractical to cancellation. 12.4 Should this agreement be cancelled in terms ascertain and the foregoing sum is a reasonable estimate thereof. None of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller Parties shall have any right to specifically enforce Purchaser’s obligations under this Agreement nor to seek or otherwise collect any actual, lost profit, punitive, consequential, treble, or other damages from or against Purchaser, except for the indemnity obligations of Purchaser expressly set forth in this Agreement. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any alterations, additions of Purchaser’s obligations under this Agreement or improvements effected the documents to or on be delivered at the Unit save only as otherwise provided by lawClosing.

Purchaser’s Default. 12.1 If In the event Purchaser fails terminates this Purchase Contract following the Feasibility Period for any reason other than Seller's default, including any failure of satisfaction of a condition precedent to payPurchaser's obligation to close, on due date and Seller's inability to convey title as required by this Purchase Contract, or defaults hereunder prior to the Closing Date and consummation of the Closing does not occur by reason of such termination or default by Purchaser, including any instalment or other moneys failure of satisfaction of a condition precedent to Seller's obligation to close, Seller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser may be required to payPurchaser's liability under Sections 5.3 and 5.4, in terms hereof (provided that no notice need be given if Seller has not terminated this Purchase Contract and is not otherwise in default hereunder, the breach is the non-payment reasonable estimate of the deposit total net detriment that Seller would suffer in paragraph 4 of the Schedule of Particulars) event that Purchaser terminates this Purchase Contract or commits any other breach of any of defaults hereunder prior to the terms Closing Date is and conditions of this agreement shall be, as Seller's sole remedy (whether at law or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unitequity), the Seller shall be entitled without prejudice right to any other remedies that it may have at law, if receive from the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon Escrow Agent and retain the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession full amount of the Unit Deposit. The payment and claim performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by reason Seller in the applicable event, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this Purchase Contract shall be terminated, and neither party shall have any further rights or obligations hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of liability under Sections 5.3 and 5.4 above, and the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged Seller to vacate the Unit and to deliver it collect such liquidated damages to the Sellerextent not theretofore paid by Purchaser. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.12.2

Purchaser’s Default. 12.1 If If:- (1) the Purchaser fails to pay, on due date any instalment or other moneys which defaults in the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit Balance Purchase Price or interest or other sums due under this Agreement in paragraph 4 accordance with the provisions hereof and such default has not been remedied within seven (7) Business Days from the date of a written notice from the Schedule of ParticularsVendor requiring the same to be remedied; or (2) or commits there is any other material breach by the Purchaser of any of the terms and conditions its covenants, undertakings or obligations under this Agreement which is:- (a) not capable of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so: 12.1.1 to cancel this agreement, retake possession of the Unit and claim all damages suffered by reason of the Purchaser's breach of contractremedy; or 12.1.2 (b) capable of remedy but is not remedied within twenty one (21) days from the date of a written notice from the Vendor requiring the same to claim specific performance or immediate payment of be remedied; the purchase price, interest and all other amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller Vendor shall be entitled to accept such payments without prejudice the remedy of specific performance against the Purchaser or to its rights of cancellation as aforesaid. If such dispute is decided in favour terminate this Agreement by giving written notice to the Purchaser (with a photocopy being given to each of the Seller then such amounts so received by Vendor’s Solicitors and the Seller after cancellation as aforesaid Purchaser’s Solicitors at the same time) whereupon:- 15.1.1 the Balance Deposit shall be deemed to have been paid immediately forfeited to the Seller prior Vendor as agreed liquidated damages and the Retention Sum comprised in the Deposit shall be dealt with as follows:- (a) if the Retention Sum has not been applied in accordance with Clause 14.3, the Vendor’s Solicitors shall release the Retention Sum and all interest accrued thereon to cancellation.the Vendor within seven (7) Business Days of such termination notice being given; 12.4 Should this agreement (b) if the Retention Sum has been applied in accordance with Clause 14.3, the Vendor shall be cancelled in terms of this clause responsible for recovering the same from the Director General without recourse to the Purchaser or the Purchaser’s Solicitors and be entitled to retain the amount so recovered from the Director General; 15.1.2 the Purchaser shall not within seven (7) Business Days of such termination notice being given:- (a) return or procure to be entitled returned to claim the Vendor or receive any compensation whatsoever the Vendor’s Solicitors the Document of Title and the Transfer (if the same have been released to the Purchaser’s Solicitors) with the Vendor’s interest as registered proprietor of the Land remaining intact PROVIDED THAT the Purchaser’s Solicitors may retain the Transfer for the purposes set out in Clause 5.3 if the same has been stamped; (b) re-deliver vacant possession of the Land in the state and condition in which they are in when they are first delivered to the Purchaser to the Vendor (if the same has been delivered to the Purchaser); (c) withdraw and procure to be withdrawn all private caveats presented or registered against the Land by the Purchaser; and (d) deliver to the Vendor or the Vendor’s Solicitors a duly executed and stamped copy of the deed of revocation confirming the termination of the sale and purchase herein (“Deed of Revocation”) and a letter issued by the Purchaser to the Director General to authorize the Director General to release the Retention Sum to the Vendor if the Retention Sum has been applied in accordance with Clause 14.3; 15.1.3 the Vendor shall, immediately upon the Purchaser's compliance with Clause 15.1.2, return and procure to be returned to the Purchaser, all monies received by it or for its account as part of the Purchase Price (excluding the Deposit to be forfeited pursuant to Clause 15.1.1), free of interest. In the event the Vendor fails to refund the monies to the Purchaser within the stipulated period, the Vendor shall be liable for late payment interest at the rate of eight per centum (8%) per annum calculated on the daily basis from the Seller for due date of payment until full payment of the monies to be refunded in accordance with this Clause; and thereafter this Agreement shall cease to be of any alterations, additions or improvements effected to or on the Unit further effect save only as otherwise provided by lawin Clause 19.2 and Clause 19.4.

Purchaser’s Default. 12.1 16.1 If the Purchaser fails to pay, pay any amount on due date thereof or fails to pay any instalment or other moneys which the Purchaser he may in terms hereof be required obliged to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement Agreement (or of any of the rules and regulations Rules to which the Purchaser is subject in respect of the Property or BuildingLand and/or Buildings, including the Unit)Section) and fails to remedy such breach, default or non-payment within 7 (seven) days of written notice given by or on behalf of the Seller calling upon him so to do, (save that no notice shall be necessary in the event of the breach being a non-payment of the deposit in item 7 of the Schedule) then the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to do so:law – 12.1.1 to 16.1. 1To cancel this agreement, Agreement and to retake possession of the Unit forthwith, the Purchaser hereby waiving any lien which he/ she may have over the Unit for improvements or otherwise, in which event the Seller shall either retain all moneys paid in terms of this Agreement as being the amount which the parties record will be compensation as rouwkoop, damages or a genuine pre-estimate of damages suffered by the Seller as a result of the Purchaser’s breach of contract, or, alternatively and in lieu of such penalty, claim all damages suffered by reason of the Purchaser's ’s breach of contractcontract with the right to retain any payments made under this Agreement until the amount of the damages has been determined and to apply such payments towards satisfaction of the amount of such damages when it is quantified; or 12.1.2 to claim specific performance or immediate payment 16.1. 2To institute action for the recovery of the entire balance of the purchase price, interest and price together with all such other amounts moneys as may then be payable owing by the Purchaser in terms of this agreementto the Seller. 12.2 16.2 If this agreement the Agreement is cancelled as hereinbefore provided, the Attorney shall be entitled to pay any deposit or monies held on behalf of the Purchaser to the Seller. 16.3 On cancellation, the Purchaser and all persons claiming a right of occupation through the Purchaser, Purchaser shall forthwith be obliged to vacate the Unit Section and to deliver it to the Seller. No It is specifically hereby recorded in this regard that no lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreementAgreement, save for the provisions of Clause 6.2. 12.3 If 16.4 If, however, the Purchaser disputes the Seller's ’s right to cancel this agreementAgreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts amounts, costs and levies payable by him in terms of this agreement Agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the Unit save only as otherwise provided by law.