Common use of Termination and Default Clause in Contracts

Termination and Default. (a) If Purchaser breaches or fails to perform any provision of this Contract, such breach or failure shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. Tenant shall surrender and deliver up the Demised Premises at the end of the Sub-Lease term, or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (atime being of the essence and no notice of default being required) If Purchaser breaches or in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence), or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to perform continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any provision execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this ContractSub-Lease effective upon written notice to Tenant, such breach or failure shall be an event whereupon any and all covenants, conditions and obligations of default (each a “Purchaser’s Default”)Landlord under this Sub-Lease will cease and terminate. Following Tenant agrees that notwithstanding the occurrence of a Purchaser’s Defaultany such event giving Landlord the right of re-entry as aforesaid, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is and whether or not cured within said sevenLandlord has re-day periodentered the Demised Premises or gained possession thereof, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, whether or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided not Landlord has relet the Demised Premises in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law whole or in equitypart, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is Landlord will not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected accepted the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) surrender of the Demised Premises or 2.5(b) of this Contract, Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the terminating party shall notify entire remaining Sub-Lease term and Tenant will also remain liable for the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu performance of all other damagescovenants, claims conditions or undertakings of Tenant and remedies the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Seller Landlord may then or Purchaser may be entitled pursuant thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to a Permitted Termination under Landlord in this Contractparagraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If a Permitted Termination occurs under Section 2.3(d) or 4.2 Landlord does not elect to terminate and cancel this Sub-Lease on account of this ContractTenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the ▇▇▇▇▇▇▇ Money Deposit shall be received by best terms fairly obtainable at the Purchasertime of such reletting, consistent with the character of the Demised Premises, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions the obligation of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled Tenant for damages hereunder will be mitigated thereby to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt extent of the request will be liable to the other party net rents when actually received from such reletting, after deduction for liquidated damages in an amount equal to the sum of: (i) three times the amount all expenses of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contraryLandlord, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costsincluding, without limitation, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due attributable to alterations and repairs Landlord deems advisable to relet the occurrence of an event of Force Majeure, including any costs Demised Premises and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractall reasonable attorneys' fees.

Termination and Default. If any member of the Crown Group breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Cott may notify Crown in writing outlining the details of such breach. A failure by Cott to notify Crown is not a waiver by Cott of any such breach or of any rights and remedies available to Cott as a result of such breach. If the breach is not remedied by Crown Group within thirty (30) days from the date of written notification to remedy the breach, or, if the breach cannot reasonably be remedied within thirty (30) days, if substantial steps to commence a cure are not initiated within such thirty (30) day period, then Cott may, in addition to all of its other rights or remedies, terminate this Agreement by providing written notification thereof to Crown. In addition, this Agreement may be terminated by either party upon the occurrence and continuance of any of the following, such termination to be effective immediately upon delivery of a written notice to the other party: (a) If Purchaser breaches a petition in bankruptcy or fails to perform any provision of this Contract, such breach or failure under a similar applicable law shall be an event of default (each filed by or consented to by the other party, or if the other party makes a “Purchaser’s Default”). Following proposal to its creditors or seeks the occurrence appointment of a Purchaser’s Defaulttrustee, Seller shall deliver written notice receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of its creditors; *** Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such defaultthe Securities and Exchange Commission. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted TerminationThe omitted portions have been filed separately with the Commission. (b) If the Unit shall not be constructed and Available other party becomes insolvent or ceases to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Sellercarry on business, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice takes action to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Sellerliquidate assets, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance stops making payments in the usual course of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.business; (c) If a Permitted Termination occurs petition in bankruptcy or under Section 2.5(a) or 2.5(b) of this Contract, a similar law shall be filed against the terminating party shall notify the non-terminating other party and the Title Company in writing shall remain undismissed or unstayed for a period of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(athirty (30) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.days; or (d) If either Purchaser the other party’s business or Seller becomes entitled to assets shall be placed in the ▇▇▇▇▇▇▇ Money Deposit upon hands of a Permitted Terminationtrustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the Title Company shall disburse winding-up or the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days liquidation of receipt of the request will be liable to the other party or if the other party adopts or takes any corporate proceedings for liquidated damages in an amount equal to the sum of: its dissolution or liquidation (i) three times the amount other than as part of a bona fide corporate reorganization). Time is of the ▇▇▇▇▇▇▇ Money Deposit; (ii) essence in the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs cure of suitany default under this Section. This Section 2.5(d) shall survive the termination of If this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser Agreement terminates for any costsreason, expenses or damages suffered or incurred Cott shall purchase under the terms hereof, any existing inventory of finished Products produced by Purchaser as a result of (1) a Seller’s Other Obligation DefaultSuppliers in accordance with mutually agreed inventory requirements, (2) and color tabs and ends, for their entire order quantity if any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractsuch order is for non-stock items.

Termination and Default. If any party commits a breach of this Agreement, such breach shall constitute a default under this Agreement and the non-breaching party may give the breaching party written notice describing such breach and stating that this Agreement will terminate unless such breach is cured within thirty (30) days of receipt of said written notice from the non-breaching party. In the event the breach is the type that must be cured immediately or within a time period less than thirty (30) days (“Expedited Period”), the breaching party shall cure said breach within said time period. A breach under this Agreement shall include, but not limited to the following: failure to perform, deliver and/or provide the Scope of Services (in part or in whole) as set forth in Exhibit A of the Agreement b) failure to provide, if applicable, personnel, contractors, and/or agents with the necessary experience, expertise, certifications, licenses, trainings, seminars, and/or education to perform the Scope of Services as set forth in Exhibit A of the Agreement c) failure to comply with applicable Florida and federal laws in the delivery and/or performance of the Scope of Services as set forth in Exhibit A and/or d) improper, excessive, duplicative, or unauthorized billing of the Coalition by the Vendor and/or Fiscal Sponsor for services and/or work associated or in connection with the Scope of Services as set forth in Exhibit A. If such breach is not corrected within thirty (30) days or within the Expedited Period after notice has been given by the non-breaching party (“Cure Period”), this Agreement shall terminate at the end of the Cure Period. In the event that such breach concerns or relates to performance and/or delivery of the Scope of Services by the Vendor and/or Fiscal Sponsor and such breach is incapable of being cured within the aforementioned thirty (30) day time period by the Vendor and/or Fiscal Sponsor, the Coalition shall have option to extend the Cure Period for an additional thirty (30) days (hereinafter referred to as the “Extension Period”) after the expiration of the Cure Period. If said breach is not cured during the Extension Period, then the Agreement shall terminate after the expiration of the Extension Period. Notwithstanding the foregoing, the Coalition will not be required to offer or enter into an Extension Period with the Vendor and/or Fiscal Sponsor. In event the Vendor or Fiscal Sponsor commits a breach of this Agreement that (a) If Purchaser breaches would affect the health, safety and welfare of the persons served by the Coalition; (b) would place the Coalition in violation of applicable law(s) and such violation would result in a sanction or fails penalty from a governing agency, court of competent jurisdiction, or other authority against the Coalition; or (c) cause the Coalition to perform any provision be liable to a third party based on the Vendor’s or Fiscal Sponsor’s acts or omissions and the Coalition would not be entitled to coverage, or d) said liability would extend beyond the sovereign immunity limits of Florida Statute 768.28, as the same maybe amended or altered, from time to time (hereinafter “(a)”, “(b)” “(c)” or (d) as stated in this Contract, such breach or failure shall be an event of default (each paragraph being individually and collectively known as a “Purchaser’s DefaultMaterial Breach”). Following , the occurrence of a Purchaser’s Default, Seller shall deliver Coalition may terminate this Agreement upon no less than forty-eight (48) hours written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days the Vendor and Fiscal Sponsor. A Material Breach would include, but not be limited to the failure to comply with the confidentiality and proprietary information requirements as set forth in this Agreement and pursuant to Florida and federal law. The Coalition may provide additional time for the Vendor and/or Fiscal Sponsor to cure such defaulta Material Breach via an Extension Period; however, the option of entering an Extension Period shall be at the sole discretion of the Coalition. If a Purchaser’s Default In the event the Material Breach as stated herein is not cured within said seven-day periodthe Cure Period, Seller Expedited Period or the Extension Period whichever is applicable, and the Coalition does not desire to terminate the Agreement, the Coalition may seek to cure the Material Breach at its own time and expense in order to resolve the issue and/or mitigate the damages. The Vendor and/or Fiscal Sponsor shall be entitledliable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein. If the Material Breach cannot be cured during within the time frames stated herein or the Coalition cannot cure the Material Breach as stated herein, the Coalition may terminate this Agreement based on the Material Breach upon no less than forty-eight (48) hours written notice to the Vendor. . In the event this Agreement is terminated by the Vendor, Fiscal Sponsor or the Coalition for any reason and the Scope of Services has not been fully and/or satisfactorily performed and/or completed by the Vendor or Fiscal Sponsor in accordance with terms and conditions of this Agreement (including any subsequent amendments hereto), the Vendor or Fiscal Sponsor, whichever is applicable, acknowledges and agrees to be liable for any and all damages sustained by the Coalition related to or arising from its acts, omissions and/or negligence as Sellerit pertains to the Vendor’s sole and exclusive remedy or Fiscal Sponsor’s failure to satisfactorily perform and/or complete the Scope of Services as set forth in the Agreement if said termination of the Agreement would result in the following: create an event or occurrence in which the Coalition would be in violation of a federal or Florida law, rule, regulation and/or policy; the Coalition being held liable for a claim, suit, action or damages from a third party related or arising from the Scope of Services or the Agreement; would result in a sanction, penalty, fine, or corrective action against the Coalition by a governing agency or authority; or the Vendor’s or Fiscal Sponsor’s non- completion and/or non-performance of the Scope of Services contributes or directly causes a recipient of the Coalition’s services to be at imminent risk of harm. The Vendor shall discontinue all work and/or services under this ContractAgreement as of the date of termination of the Agreement and shall return any and all property and materials belonging to the Coalition and/or its contracted vendors or providers in the possession of the Vendor to the Coalition in good condition upon the effective date of the termination of the Agreement. All data created by the Coalition, OEL and/or its authorized agents or contractors, whether electronic or hard copy, during the duration of the Agreement are the property of OEL and the Coalition and must be surrendered to either: (1) terminate this Contractthe Coalition and OEL upon expiration, termination or (2) enforce specific performance cancellation of this Contract against Purchaserthe Agreement at no cost to the Coalition and OEL. A This termination and default section of the Agreement shall survive the expiration or sooner termination of this Contract by Seller as provided in Agreement. In the event the federal, state, and/or local funds upon which this Section 2.5(a) Agreement is a Permitted Termination. (b) If dependent are withdrawn or redirected, the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) Coalition may terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver Agreement upon no less than twenty-four (24) hours written notice to Seller allowing Seller seven the Vendor. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any reason during the Term by providing no less than thirty days (30) written notice to cure such defaultthe other party. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance Notice of termination of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser Agreement shall be deemed to have elected in the remedy to terminate this Contract, and such termination is a Permitted Termination. manner as set forth in Section 18 (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(bNotice) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this ContractAgreement. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. 7.1 This Agreement becomes effective as of the date first above written ("Effective Date") and shall continue in force until the earlier of (a) If Purchaser breaches the expiration of 10 years from the Effective Date (or fails if renewed pursuant to perform any provision of this Contractthe option in Clause 2.1, such breach or failure shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(bextension term), Purchaser or (b) if terminated earlier pursuant to the terms of this Agreement, Provided That nothing herein shall be deemed prejudice any Claims or accrued rights of either Party hereto. 7.2 Upon the failure of either Party hereto to have elected fulfill any of its obligations under this Agreement, the remedy Party aggrieved by such default may give to the other Party written notice of such default, such notice to refer specifically to the aggrieved Party's intention to terminate this ContractAgreement in the event of continued default, and, (a) in relation to a breach of any term (other than a Warranty), if after 14 days from the date of such notice the defaulting Party has failed or refused to remedy such default, if capable of being remedied, or (b) has failed or refused to pay compensation satisfactory to the aggrieved Party in the case of a breach of a Warranty or of a default not capable of being remedied, this Agreement may be terminated forthwith by notice duly given to the defaulting Party, and such termination is a Permitted Terminationshall be without prejudice to any other rights or claims the aggrieved Party may have against the defaulting Party. 7.3 If this Agreement is terminated or expired at any time, the Licensee shall continue to have the license and right for a period of 30 days from the date of termination of this Agreement to complete deliveries in relation to the Business which have been entered into prior to the date of termination or expiry (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(bas the case may be) of this ContractAgreement, after which all rights granted to the terminating party Licensee under this Agreement shall notify the non-terminating party cease and the Title Company in writing Licensee shall refrain from utilising the Intellectual Property Rights. The Licensee shall either return to the Licensor or destroy all copies and records of the Permitted Termination, technical information and documentation relating to the terminating party shall receive Intellectual Property Rights in the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights custody or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt control of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this ContractLicensee. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. (a) If Purchaser breaches or fails to perform any provision The obligations and duties of the Search Consultant set forth in this Contract, such breach or failure shall be an event of default (each a “Purchaser’s Default”). Following Contract and the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance time periods associated therewith are deemed material terms of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event strictly enforced with time being of default (“Seller’s Unconditional Obligation Default”)the essence. If Seller shall fail The failure of the Consultant to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contracttimely fulfill them, such failure except in the case of delay caused by the Board, shall be an event considered a material breach of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating either party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or materially breaches its obligations under this Contract, except pursuant the non-defaulting party will provide written notice of the deficiency by forwarding a cure notice citing the specific nature of the material breach. The defaulting party shall have ten (10) days to provisions cure the breach. If the defaulting party fails to cure the breach within the ten (10) day period, the non-defaulting party shall issue a Termination for Cause Default Notice. Should the non-defaulting party terminate this Contract in accordance with this provision, the non-defaulting party shall be entitled to all remedies under law and/or equity including, but not limited to, the right to terminate this Contract and seek damages, if any. For purposes of this Section, a “material breach” shall be defined as any substantial, unexcused non-performance by failing to perform an act that is an important part of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) the Scope of Services or 2.5(b) of performing an act inconsistent with this Contract and receipt or the Scope of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from Services. As a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant condition precedent to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 party bringing any suit for breach of this Contract, that party must first notify the ▇▇▇▇▇▇▇ Money Deposit other party in writing of the nature of the purported breach and seek in good faith to resolve the dispute through negotiation. If the parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of non-binding alternative dispute resolution with a qualified third party acceptable to both parties. The existence of a dispute shall be received by not excuse the Purchaserparties from performance pursuant to this Contract. This remedy is supplemental to any other remedies available at law. Additionally, and neither Seller nor Purchaser the parties shall have any further rights or obligations under this Contract, except pursuant the option to provisions of this terminate the Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit for convenience upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable written notice to the other party for liquidated damages in an amount equal party. Such notice must be received at least thirty (30) days prior to the sum of: (i) three times effective date of termination. Earlier termination dates may be established by mutual consent of both parties. In the amount event that the Board exercises its right to terminate this Contract for convenience, the Board shall only be liable for the work actually performed by key personnel of Search Consultant prior to the effective date of the ▇▇▇▇▇▇▇ Money Deposit; (ii) termination at the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; hourly rates set forth in Exhibit “B” and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in reimbursable expenses permitted under this Contract incurred prior to the contrary, it is understood and agreed that Seller effective date of the termination. The Search Consultant shall not be responsible entitled under any theory to payment for work not actually performed or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractlost profits.

Termination and Default. (a) If Purchaser breaches or a. The Company is considered to be in default under this Agreement if the Company fails to perform any provision fulfill its obligations under Section 3 of this ContractAgreement, such breach excluding obligations under Section 3(c) and 3(g) of this Agreement, which are subject only to the Grant Forfeitures described in Section 5 of this Agreement. The City is considered to be in default under this Agreement if the City fails to fulfill its obligations under Section 4 or failure shall be an event Section 5 of default this Agreement. If either the Company or the City defaults (each a “Purchaser’s Default”). Following , the occurrence defaulting Party shall cure such Default within sixty (60) days after the delivery of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s such Default allowing Purchaser seven days from the other Party, or if such failure cannot be cured within such sixty (60) day period in the exercise of all due diligence, then if the defaulting Party commences an attempt to cure within such default. If a Purchaser’s Default is not cured within said seven-sixty (60) day period, Seller such longer period as the Party thereafter continues diligently to prosecute the cure of such Default. During any period for cure of such Default granted by this paragraph, the City shall suspend Grant payments that otherwise would be due under this Agreement; provided, if the Company cures such Default, the City shall resume making Grant payments, but any subsequent Grant payment shall be entitledcomputed exclusive of any Grant payable for a reporting period during which an uncured Default existed under this Agreement. Solely by way of example, if an uncured Company Default existed under this Agreement from January 1 through January 31 and the Company cured such Default on February 1, then any subsequent Grant payment would exclude from the Grant computation any taxes imposed on transactions that occurred during the month of January, reported on returns filed in February. Further, the Company is considered to be in default under this Agreement if the Company is in default of the Lease. If the Company is in Default of this Agreement because the Company is in default of the Lease, then the provisions of the Lease shall control. Any termination of the Lease, including without limitation a termination pursuant to Lease Section 14(g), shall result in the immediate termination of this Agreement. b. If the Company does not cure a Default in the time period allowed by this Agreement, the City, by formal action of the city council adopting a resolution, may terminate this Agreement as Seller’s its sole and exclusive remedy under this ContractAgreement for Default, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaseralthough the City does not thereby waive any remedies granted by the Lease. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall City does not be constructed and Available to Purchaser for Occupancy within 24 months after cure a Default in the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b)Agreement, Purchaser shall be deemed to have elected the remedy to Company may terminate this Contract, and such termination is a Permitted TerminationAgreement. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. 10.1 Events of Default by the Supplier Each of the following will constitute an Event of Default by the Supplier (each, a “Supplier Event of Default”): (a) If Purchaser breaches The Supplier fails to make any payment when due or deliver and/or maintain the Completion and Performance Security as required under this Agreement, if such failure is not remedied within ten (10) Business Days after written notice of such failure from the Buyer.‌ (b) The Supplier fails to perform any provision material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Supplier Event of this ContractDefault) if such failure is not remedied within fifteen (15) Business Days after written notice of such failure from the Buyer, provided that such breach or failure cure period shall be an event of default extended by a further fifteen (each a “Purchaser’s Default”). Following 15) Business Days if the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default Supplier is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) diligently remedying such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, and such failure shall be an event is capable of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to being cured during such extended cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.period.‌ Draft (c) If The Supplier fails or ceases to hold a Permitted Termination occurs under Section 2.5(avalid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Supplier and is not remedied within thirty (30) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The Business Days after receipt by Seller the Supplier of written notice of such failure or Purchaser of cessation from the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) Buyer, provided that such cure period shall be retained extended by Seller a further thirty (30) Business Days if the Supplier is diligently remedying such failure or Purchaser, as applicable, in lieu cessation and such failure or cessation is capable of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.being corrected during such extended cure period.‌‌ (d) If either Purchaser Any representation made by the Supplier in this Agreement is not true or Seller becomes entitled to correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted TerminationSupplier of written notice of such fact from the Buyer, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: provided that such cure period (i) three times the amount shall be extended for a further period of the ▇▇▇▇▇▇▇ Money Deposit; thirty (30) Business Days and (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract.may be‌ (e) Notwithstanding anything contained An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Supplier, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless, in the case of the Supplier, there has been a permitted and valid assignment of this Contract Agreement by the Supplier under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Supplier’s obligations under this Agreement.‌ (f) The Supplier amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Supplier under this Agreement to the contraryresulting, it surviving or transferee Person and such Person has assumed all of the Supplier’s obligations under this Agreement.‌ Draft (g) Any receiver, interim receiver, manager, receiver and manager, liquidator, monitor, custodian, sequestrator, or trustee in bankruptcy or other Person with similar powers shall be appointed in respect of the Supplier, or all or any part of the Supplier’s property, or any filing is understood and agreed that Seller made or proceeding is commenced in respect of the Supplier on application of a creditor or with consent of or by the Supplier seeking the entry of an order for the appointment or relief in respect of any of the foregoing; provided that, with respect to any such involuntary appointment, filing or proceeding, such appointment, filing or proceeding shall not be responsible have been revoked, withdrawn or liable dismissed within thirty (30) days of the filing or commencement of the proceeding or such other time as the Parties may agree to Purchaser or pursuant to court order.‌‌ (h) The Supplier makes an assignment for the benefit of its creditors, commits an act of bankruptcy under any costsInsolvency Legislation, expenses acknowledges its insolvency or damages suffered is declared or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) deemed bankrupt or insolvent under any delay caused by PurchaserInsolvency Legislation, or (3) makes a voluntary assignment into bankruptcy. Any filing is made or a proceeding is commenced in respect of the Supplier seeking any delay due to the occurrence stay of an event proceedings, declaration of Force Majeurebankruptcy or insolvency, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief, under any Insolvency Legislation, including any costs and expenses incurred by Purchaser filing of a proposal or notice of intention to make a proposal; provided that, with respect to any such involuntary filing or proceeding, such filing or proceeding shall not have been revoked, withdrawn or dismissed within thirty (30) days of the filing or commencement of the proceeding or such other time as the Parties may agree to or pursuant to court order.‌ (i) Either of the defaults described in obtaining alternate accommodations pending Sections 15.6(e)(ii) or 15.6(g)(i) has occurred.‌‌ (j) The Supplier fails to achieve Commercial Operation on or before the ClosingLongstop Date pursuant to Section 2.3(f).‌ (k) Commencing after the completion of the third Contract Year, if the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period during the Term is less than seventy-five percent (75%) of the average of the Adjusted Monthly Contract Capacity for such Settlement Months. This Section 2.5 (e) shall survive For the termination purposes of this Contract.Section 10.1(k), the calculation of the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period will restart at the conclusion of each Settlement Month during the Term commencing after the completion of the third Contract Year.‌ (l) The Supplier has made, or caused or allowed to have been made, a Facility Amendment that has not first been consented to by the Buyer and that has not been removed within ten (10) Business Days after such Facility Amendment occurred.‌ (m) The Supplier assigns this Agreement without first obtaining the consent of the Buyer, if required pursuant to this Agreement.‌ (n) The Supplier undergoes a change in Control without first obtaining the written approval of the Buyer if required pursuant to Sections 16.6 or 16.7.‌ (o) Where the Supplier is an Indigenous Participation Supplier, the default described in Section 16.7(b) has occurred. [NTD: Under consideration by the IESO.]‌‌ (p) The default described in Section 2.14(b) has occurred.‌ Draft (q) The Supplier commences activities relating to clearing, grading or material alteration of the Project Site without fulfilling the requirements set out in Section 2.2(e). [NTD: Under consideration by the IESO.]‌‌

Termination and Default. (a) If Purchaser breaches either party believes the other is in default or fails to perform breach of any provision of this Contractduty or obligation, such breach or failure the party shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver send written notice thereof to Purchaser the remaining party. The defaulting party shall have ten (10) days after delivery of a Purchaser’s Default allowing Purchaser seven days such notice to cure any monetary defaults and shall have twenty (20) days after delivery of such notice to cure any non-monetary defaults. Notwithstanding the foregoing, if a non-monetary default. If a Purchaser’s Default is , by its nature, cannot reasonably be cured within said sevensuch 20-day period, Seller such period shall be entitled, extended so long as Seller’s sole and exclusive remedy under this Contract, the defaulting party is diligently prosecuting such cure to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchasercompletion. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed defaulting party fails to remedy the default within the foregoing cure periods, then the non-defaulting party may immediately terminate the contract upon written notice to the defaulting party and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform pursue any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce and all rights and remedies available at law or in equity. To the extent it exercises these rights, including specific performance Hydro may: (a) declare all amounts owing from Buyer immediately due and payable and demand cash payment with respect to all or part of this Contract, against Seller, any PO; (b) exercise any rights or (2) terminate this Contract. Following the occurrence remedies of a Sellersecured party under the Uniform Commercial Code with respect to any of Buyer’s Other Obligation DefaultGoods in its possession; and (c) exercise any other remedy at law or equity to which Hydro is entitled under applicable law. Hydro, Purchaser shall deliver in its sole discretion, may immediately terminate any particular PO or contract immediately by written notice to Seller allowing Seller seven days Buyer, without liability or further obligation, if: (a) Buyer breaches its obligations and fails to cure such default. If Seller’s Other Obligation Default is not cured this breach within said seven day the time period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified set forth in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. section; (cb) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully Buyer fails or refuses to sign a release acceptable furnish Hydro with such information and assurances as Hydro may reasonably request about the Goods, as well as Buyer’s financial condition; or (c) to the Title Company with 7 days extent permitted by law, in the event of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount Buyer’s insolvency or impairment of the ▇▇▇▇▇▇▇ Money Deposit; Buyer’s financial condition (as determined by Hydro in its reasonable discretion), (ii) the ▇▇▇▇▇▇▇ Money Deposit; filing of a voluntary or involuntary petition in bankruptcy by or against Buyer, (iii) reasonable attorney's fees; and the appointment of a receiver or trustee for all or substantially all of Buyer’s assets, or for Buyer generally, (iv) all costs Buyer’s execution of suit. This Section 2.5(d) shall survive an assignment for the termination benefit of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchasercreditors, or (3v) any delay due to the occurrence of an a comparable event of Force Majeure, including any costs and expenses incurred occurring by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractor against Buyer.

Termination and Default. 10.1 Events of Default by the Supplier Draft Each of the following will constitute an Event of Default by the Supplier (each, a “Supplier Event of Default”):‌ (a) The Supplier fails to make any payment when due or deliver and/or maintain the Completion and Performance Security as required under this Agreement, if such failure is not remedied within ten (10) Business Days after written notice of such failure from the Buyer.‌ (b) The Supplier fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Supplier Event of Default) if such failure is not remedied within fifteen (15) Business Days after written notice of such failure from the Buyer, provided that such cure period shall be extended by a further fifteen (15) Business Days if the Supplier is diligently‌ (c) The Supplier fails or ceases to hold a valid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Supplier and is not remedied within thirty (30) Business Days after receipt by the Supplier of written notice of such failure or cessation from the Buyer, provided that such cure period shall be extended by a further thirty (30) Business Days if the Supplier is diligently remedying such failure or cessation and such failure or cessation is capable of being corrected during such extended cure period.‌ (d) Any representation made by the Supplier in this Agreement is not true or correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the Supplier of written notice of such fact from the Buyer, provided that such cure period (i) shall be extended for a further period of thirty (30) Business Days and (ii) may be extended by such further period of time as the Buyer in its sole and absolute discretion determines is reasonable, if, in each case, the Supplier is diligently correcting such breach and such breach is capable of being corrected during such extended cure period.‌ (e) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Supplier, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless, in the case of the Supplier, there has been a permitted and valid assignment of this Agreement by the Supplier under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Supplier’s obligations under this Agreement.‌ Draft (f) The Supplier amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Supplier under this Agreement to the resulting, surviving or transferee Person and such Person has assumed all of the Supplier’s obligations under this Agreement.‌‌ (g) Any receiver, interim receiver, manager, receiver and manager, liquidator, monitor, custodian, sequestrator, or trustee in bankruptcy or other Person with similar powers shall be appointed in respect of the Supplier, or all or any part of the Supplier’s property, or any filing is made or proceeding is commenced in respect of the Supplier on application of a creditor or with consent of or by the Supplier seeking the entry of an order for the appointment or relief in respect of any of the foregoing; provided that, with respect to any such involuntary‌ (h) The Supplier makes an assignment for the benefit of its creditors, commits an act of bankruptcy under any Insolvency Legislation, acknowledges its insolvency or is declared or deemed bankrupt or insolvent under any Insolvency Legislation, or makes a voluntary assignment into bankruptcy. Any filing is made or a proceeding is commenced in respect of the Supplier seeking any stay of proceedings, declaration of bankruptcy or insolvency, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief, under any Insolvency Legislation, including any filing of a proposal or notice of intention to make a proposal; provided that, with respect to any such involuntary filing or proceeding, such filing or proceeding shall not have been revoked, withdrawn or dismissed within thirty (30) days of the filing or commencement of the proceeding or such other time as the Parties may agree to or pursuant to court order.‌ (i) Either of the defaults described in Sections 15.6(e)(ii) or 15.6(g)(i) has occurred.‌‌ (j) The Supplier fails to achieve Commercial Operation prior to the Longstop Date pursuant to Section 2.3(f).‌ (k) Commencing after the completion of the secondthird Contract Year, if the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period during the Term is less than seventy-five percent (75%) of the average of the Adjusted Monthly Contract Capacity for such Settlement Months. For the purposes of this Section 10.1(k), the calculation of the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period Season will restart at the conclusion of each Settlement Month during the Term.‌‌‌ Draft (l) The Supplier has made, or caused or allowed to have been made, a Facility Amendment that has not first been consented to by the Buyer and that has not been removed within ten (10) Business Days after such Facility Amendment occurred.‌‌ (m) The Supplier assigns this Agreement without first obtaining the consent of the Buyer, if required pursuant to this Agreement.‌ (n) The Supplier undergoes a change in Control without first obtaining the written approval of the Buyer if required pursuant to Sections 16.6 or 16.7.‌ (o) Where the Supplier is an Indigenous Participation Supplier, the default described in Section 16.7(b) has occurred.‌ (p) The default described in Section 2.14(b) has occurred.‌ 10.2 Remedies of the Buyer‌‌‌‌‌‌ (a) If Purchaser breaches or fails any Supplier Event of Default (other than a Supplier Event of Default referred to perform any provision of this Contractin Sections 10.1(e), such breach or failure shall be an event of default (each a “Purchaser’s Default”10.1(g) and 10.1(h). Following the occurrence of a Purchaser’s Default) occurs and is continuing, Seller shall deliver upon written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days the Supplier, the Buyer may, subject to cure such default. If a Purchaser’s Default is not cured within said seven-day periodArticle 12, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.Agreement.‌ (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Supplier Event of Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Sellera Supplier Event of Default referred to in Section 10.1(p)) occurs and is continuing, the Buyer may, in addition to the remedies set out in Section 10.2(a):‌ (i) set off any payments due to the Supplier against any amounts payable by the Supplier to the Buyer including, at the Buyer’s Unconditional Obligations option, the amount of any Completion and Performance Security provided to the Buyer pursuant to Article 6; and‌ (“Seller’s Other Obligations”ii) under this Contractdraw on the Completion and Performance Security, or any part thereof and, if the remedy in Section 10.2(a) has not been exercised, require the Supplier to replace such failure shall be an event of default drawn security with new security.‌ (“Seller’s Other Obligation Default”c) Notwithstanding Sections 10.2(a). Following , and 10.2(b), upon the occurrence of a Seller’s Unconditional Obligation Supplier Event of Default Purchaser referred to in Sections 10.1(e), 10.1(g) or 10.1(h), this Agreement shall be entitled to either: (1) enforce all rights and remedies available at law automatically terminate without notice, act or in equityformality, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following effective immediately before the occurrence of a Seller’s Other Obligation such Supplier Event of Default, Purchaser in which case, for certainty, the Secured Lender shall deliver written notice have the rights available to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs it under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.12.2(g).‌ (d) If either Purchaser the Buyer terminates this Agreement pursuant to Section 10.2(a) or Seller becomes entitled this Agreement is terminated pursuant to Section 10.2(c),‌‌ Draft (i) if the Termination Date precedes the Commercial Operation Date, the Buyer shall have the option, exercisablemay, in theits sole and absolute discretion of, require the Supplier to pay to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted TerminationBuyer, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for as liquidated damages in an amount and not as a penalty, a sum equal to the sum of: (i) three times Dollar amount of all Completion and Performance Security required to be provided by the Supplier as of the Termination Date), and the Buyer shall be entitled to pursue a Claim for damages with respect to the amount of any portion of the ▇▇▇▇▇▇▇ Money DepositCompletion and Performance Security that the Supplier was required to provide to the Buyer as of the Termination Date pursuant to Section 6.1 and, in such circumstances, notwithstanding Section 10.5, the Buyer’s remedies against the Supplier in respect of the termination of the Agreement shall be limited to the amount of liquidated damages payable by the Supplier pursuant to this Section 10.2(d)(i); and‌‌‌‌‌‌‌‌‌‌ (ii) if the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; Termination Date is on or after the Commercial Operation Date the Buyer shall have the option, exercisable in the sole and (iv) absolute discretion of the Buyer, to retain all costs of suit. This Section 2.5(d) shall survive the termination of this Contract.Completion and Performance Security provided‌‌‌‌ (e) Notwithstanding anything contained in this Contract Termination shall not relieve the Supplier or the Buyer of their respective responsibilities relating to the contraryavailability of the Contract Capacity, it is understood or amounts payable under this Agreement, up to and agreed that Seller including the Termination Date. The Buyer shall not be responsible only for the payment of amounts accruing under this Agreement up to and including the Termination Date. In addition to its other rights of set off available to it pursuant to this Agreement and at law, the Buyer may hold back payment or liable set off its obligation to Purchaser for make such payment against any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due payments owed to it if the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this ContractSupplier fails to comply with its obligations on termination.

Termination and Default. (a) If Purchaser breaches This Agreement may, subject always to Clause 10.4 hereunder: be terminated prior to the First Closing Date upon the mutual written agreement of the Parties or fails pursuant to perform Clauses 5.3; or be terminated at the option of the Investor, if any provision Promoter or the Company have breached any material Warranties or any other covenant or obligation or agreement of the Promoter or the Company contained in this ContractAgreement, and such breach cannot be or failure shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period30 (thirty) days after being notified in writing of the same in accordance with Clause 14. However, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract the Agreement by Seller as provided one Investor will not affect the rights and obligations of the non-terminating Investor; or be terminated at the option of the Company if the Series A Subscription Amount is not received by the Company within 10 (ten) days from the issue of the First Closing CP Confirmation Certificate], for any reason whatsoever. Notwithstanding anything contained in this Section 2.5(a) is a Permitted Termination. (b) If Clause 10.1 herein above, the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser Investor shall be entitled to either: (1) enforce all the rights and remedies which are available under Law, equity or otherwise, including such other rights and remedies as may be mutually agreed between the Parties in this Agreement. The rights specified in this Clause 10 shall be in addition to and not in substitution for any other remedies, including a Claim for damages that may be available to the Investor. The termination of this Agreement shall be without prejudice to any Claim or rights of action previously accrued to the Parties hereunder. Notwithstanding the above, Clauses 7 (Representations & Warranties), 9 (Indemnification), 10.1 (Termination), 11. (Specific Performance), 12. (Notices), 13. (Governing Law), 14. (Dispute Resolution), 15. (Expenses), 16. (Confidentiality) and 17 (Miscellaneous) shall survive the expiry or earlier termination of this Agreement. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination or expiration, shall be enforceable with full force and effect notwithstanding such termination or expiration, until it is satisfied in full or by its nature expires. SPECIFIC PERFORMANCE The Investor shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Parties from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Investor may have at law Law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of without limitation a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller right for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Terminationdamages. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. (a) If Purchaser breaches 13.1 Customer's failure to pay to Polygen any license fees when due hereunder, or fails Customer's failure to adhere to any of the terms and conditions of this Agreement, or Customer's failure to perform any provision of its obligations hereunder shall constitute a breach of this Contract, such breach or failure shall be Agreement and an event of default hereunder which shall give Polygen the right (each a “Purchaser’s Default”). Following in addition to, and not by way of limitation upon Polygen's rights to obtain any other legal or equitable relief available to Polygen under the occurrence circumstances) to terminate this Agreement in the event any such default remains uncured for more than thirty (30) days following receipt of a Purchaser’s Default, Seller shall deliver written notice to Purchaser thereof from Polygen. Receipt of a Purchaser’s Default allowing Purchaser seven days to cure any such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected occur on the remedy next day following the wiring of any such notice, or on the fifth (5th) business day following the mailing of any such notice, to Customer's address set forth in paragraph 19.1 of this Agreement. 13.2 Upon termination of this Agreement, the license granted to Customer under this Agreement shall terminate this Contractand Customer shall immediately pay to Polygen any then outstanding license fees or other amounts owed to Polygen, and such termination is a Permitted Termination. Customer shall (a) return to Polygen management control by physical delivery each and every item of Polygen Proprietary Information furnished to Customer pursuant to, arising out of, or in connection with this Agreement, (b) delete by total erasure or destruction any Polygen Proprietary Information embodied on or in any disk or other form of electronic storage media located upon Customer's premises or under the supervision, control, or custody of Customer, (c) If warrant to Polygen that no Polygen Proprietary Information has been retained by Customer in any form whatsoever, (d) execute and deliver to Polygen a Permitted Termination occurs under Section 2.5(a"Licensee Statement of Return" (Appendix C), and (e) take appropriate action by instructions, agreement, or 2.5(b) otherwise to ensure that every employee of this Contract, Customer who shall have had access to Polygen Proprietary Information during the terminating party shall notify course of his or her employment with Customer complies with the non-terminating party and the Title Company in writing substance of the Permitted Termination, provisions contained in the terminating party shall receive "Employee Statement of Return" (Appendix D). 13.3 In the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole event that Customer is otherwise entitled to use the Software pursuant to more than one valid and exclusive remedy under this Contractsubsisting license agreements with Polygen, and neither Seller nor Purchaser any one or more of such agreements shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified remain in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive effect following the termination of this Contract. Agreement with respect to Software running on a CPU identified in the "CPU Identification Schedule" (dAppendix I) If either Purchaser or Seller becomes entitled to any successor Design Site otherwise permitted under the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days provisions of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (iparagraph 6.1(a) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this ContractAgreement, then the provisions of paragraph 13.2 above shall only apply and relate to Polygen Proprietary Information furnished to Customer in connection with this Agreement. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. 10.1 Events of Default by the Supplier Each of the following will constitute an Event of Default by the Supplier (each, a “Supplier Event of Default”): (a) If Purchaser breaches The Supplier fails to make any payment when due or deliver and/or maintain the Completion and Performance Security as required under this Agreement, if such failure is not remedied within ten (10) Business Days after written notice of such failure from the Buyer.‌ (b) The Supplier fails to perform any provision material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Supplier Event of this ContractDefault) if such failure is not remedied within fifteen (15) Business Days after written notice of such failure from the Buyer, provided that such breach or failure cure period shall be an event of default extended by a further fifteen (each a “Purchaser’s Default”). Following 15) Business Days if the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default Supplier is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.diligently‌ (c) If The Supplier fails or ceases to hold a Permitted Termination occurs under Section 2.5(avalid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Supplier and is not remedied within thirty (30) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The Business Days after receipt by Seller the Supplier of written notice of such failure or Purchaser of cessation from the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) Buyer, provided that such cure period shall be retained extended by Seller a further thirty (30) Business Days if the Supplier is diligently remedying such failure or Purchaser, as applicable, in lieu cessation and such failure or cessation is capable of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.being corrected during such extended cure period.‌ (d) If either Purchaser Any representation made by the Supplier in this Agreement is not true or Seller becomes entitled to correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted TerminationSupplier of written notice of such fact from the Buyer, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: provided that such cure period (i) three times the amount shall be extended for a further period of the ▇▇▇▇▇▇▇ Money Deposit; thirty (30) Business Days and (ii) may be extended by such further period of time as the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; Buyer in its sole and (iv) all costs absolute discretion determines is reasonable, if, in each case, the Supplier is diligently correcting such breach and such breach is capable of suit. This Section 2.5(d) shall survive the termination of this Contract.being corrected during such extended cure period.‌ (e) Notwithstanding anything contained An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Supplier, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless, in the case of the Supplier, there has been a permitted and valid assignment of this Contract Agreement by the Supplier under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Supplier’s obligations under this Agreement.‌ (f) The Supplier amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Supplier under this Agreement to the contraryresulting, it is understood surviving or transferee Person and agreed that Seller shall not be responsible or liable to Purchaser for any costssuch Person has assumed all of the Supplier’s obligations under this Agreement.‌ (g) Any receiver, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Defaultinterim receiver, (2) any delay caused by Purchasermanager, receiver and manager, liquidator, monitor, custodian, sequestrator, or (3) trustee in bankruptcy or other Person with similar powers shall be appointed in respect of the Supplier, or all or any delay due to part of the occurrence Supplier’s property, or any filing is made or proceeding is commenced in respect of the Supplier on application of a creditor or with consent of or by the Supplier seeking the entry of an event order for the appointment or relief in respect of Force Majeureany of the foregoing; provided that, with respect to any such involuntary‌ (h) The Supplier makes an assignment for the benefit of its creditors, commits an act of bankruptcy under any Insolvency Legislation, acknowledges its insolvency or is declared or deemed bankrupt or insolvent under any Insolvency Legislation, or makes a voluntary assignment into bankruptcy. Any filing is made or a proceeding is commenced in respect of the Supplier seeking any stay of proceedings, declaration of bankruptcy or insolvency, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief, under any Insolvency Legislation, including any costs and expenses incurred by Purchaser filing of a proposal or notice of intention to make a proposal; provided that, with respect to any such involuntary filing or proceeding, such filing or proceeding shall not have been revoked, withdrawn or dismissed within thirty (30) days of the filing or commencement of the proceeding or such other time as the Parties may agree to or pursuant to court order.‌ (i) Either of the defaults described in obtaining alternate accommodations pending Sections 15.6(e)(ii) or 15.6(g)(i) has occurred.‌ (j) The Supplier fails to achieve Commercial Operation on or before the ClosingLongstop Date pursuant to Section 2.3(f).‌ (k) Commencing after the completion of the third Contract Year, if the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period during the Term is less than seventy-five percent (75%) of the average of the Adjusted Monthly Contract Capacity for such Settlement Months. This Section 2.5 (e) shall survive For the termination purposes of this Contract.Section 10.1(k), the calculation of the average of the Monthly Average Offered Quantity for each Settlement Month in any rolling twenty-four (24)-month period will restart at the conclusion of each Settlement Month during the Term commencing after the completion of the third Contract Year.‌ (l) The Supplier has made, or caused or allowed to have been made, a Facility Amendment that has not first been consented to by the Buyer and that has not been removed within ten (10) Business Days after such Facility Amendment occurred.‌ (m) The Supplier assigns this Agreement without first obtaining the consent of the Buyer, if required pursuant to this Agreement.‌ (n) The Supplier undergoes a change in Control without first obtaining the written approval of the Buyer if required pursuant to Sections 16.6 or 16.7.‌ (o) Where the Supplier is an Indigenous Participation Supplier, the default described in Section 16.7(b) has occurred.‌ (p) The default described in Section 2.14(b) has occurred.‌‌

Termination and Default. Either party may terminate this lease without cause after written notice of such intent at least ninety (90) days in advance. In the event of: (a) If Purchaser breaches or fails to perform any provision the Tenant’s material breach of this Contractlease agreement, such (b) the Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in this agreement to the Landlord, (e) the institution of legal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall have the right to enter and retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the aforesaid rights, Landlord shall give thirty (30) days’ notice, written or oral, of an intention to terminate this lease agreement to the Tenant. Landlord’s acceptance of Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a breach by Tenant shall not be interpreted as a waiver of any subsequent breach or failure non-compliance, and this lease agreement shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole continue in full force and exclusive remedy under this Contract, to either: effect. (1) terminate this Contract, or For all installments of Rent and other charges that are past due and for the remainder of the Term which shall immediately become due and payable; (2) enforce specific performance For any court costs incurred by the Landlord for possession of this Contract against Purchaser. A termination the Premises or for collection of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure unpaid Rent or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) charges under this Contractlease agreement; and, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses For reasonable attorney’s fees incurred by Purchaser the Landlord to obtain possession of the Premises or in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination collection of this ContractRent, damages, or other charges.

Termination and Default. 13.1 The Seller may at any time terminate this Deed with 5 days notice. 13.2 An Event of Default shall occur if: (a) If Purchaser breaches or any party fails to perform pay any provision of this Contractsum due from it hereunder at the time, such breach or failure shall be an event of default (each in the currency and in the manner specified herein, subject to a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-5 day grace period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.; (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration respect of the cure period for Seller’s Other Obligation Default as specified ) any representation or warranty made by the Seller in this Section 2.5(b)Clauses 10.1, Purchaser shall be deemed 10.2 or 10.3 is or proves to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.been materially incorrect or misleading when given; (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company (in writing respect of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have Purchaser) any further rights representation or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received warranty made by the Purchaser, and neither Seller nor Purchaser shall in Clause 11 is or proves to have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.been materially incorrect when given; (d) If either Purchaser any party fails duly to perform or Seller becomes entitled comply with any other obligation expressed to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 be assumed by it in this Deed and such failure is not remedied within three days of receipt of the request will be liable to after the other party for liquidated damages in an amount equal has given notice thereof to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Depositsuch party; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract.UK/1494628/08 - 16 - 224362/30-40334413 (e) Notwithstanding anything contained any indebtedness of any party in this Contract an aggregate amount of at least USD 1,000,000 is not paid when due, any such indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity, or any creditor or creditors become entitled to declare any such indebtedness due and payable prior to its specified maturity; (f) any party is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the contrarygeneral readjustment or rescheduling of its indebtedness, it or makes a general assignment for the benefit of or a composition with its creditors; (g) any party is understood and agreed that Seller shall not be responsible subject to legal proceedings for an Insolvency Event, is dissolved or liable enters in liquidation, or an Insolvency Officer is appointed in relation to Purchaser for it, or any costs, expenses similar event occurs under the laws of any jurisdiction; (h) any party takes any corporate or damages suffered other action with a view to any of the events set out in the preceding paragraph; (i) the Termination Date occurs or incurred by Purchaser a Termination Event occurs under the RPA (j) an Event of Default has occurred under the Loan Agreement (as a result defined thereunder); (k) any material adverse change occurs in the financial position or the collection procedures of the Seller; (1) there is a Seller’s Other Obligation Default, default by the Seller in respect of any of its payment obligations to third parties in aggregate in excess of USD 1,000,000 or its equivalent at any time; and (2m) any delay caused by Purchaser, the Seller is no longer a Subsidiary (directly or (3indirectly) any delay due to of WABCO Holdings Inc. 13.3 This Deed shall automatically terminate upon the occurrence of an event any Event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 Default referred to under paragraphs (e) shall survive the termination or (f) of this ContractClause 13.

Termination and Default. (a) If Purchaser breaches or fails is ready, willing and able to perform any provision hereunder, and the sale contemplated hereby is not consummated because of the inability, failure or refusal, for whatever reason whatsoever by Seller to convey the Property in accordance with the terms and conditions provided herein, Purchaser may, as its sole and exclusive remedies at law or in equity: (i) terminate this Agreement by giving written notice thereof to Seller, in which event, the Renovations Payment paid in connection with this Agreement shall be refunded to Purchaser, (ii) waive such default and consummate the transactions contemplated hereby in accordance with the terms of this ContractAgreement; or (iii) specifically enforce this Agreement by way of an action in specific performance. The Purchaser hereby irrevocably waives any other right or remedy for such default. As a condition precedent to Purchaser exercising any right to bring an action for specific performance as the result of S▇▇▇▇▇’s default hereunder, Purchaser must commence such breach or failure shall be an event of default action within sixty (each a “Purchaser’s Default”). Following 60) days after the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If The Purchaser agrees that its failure timely to commence such an action for specific performance within such a Purchaser’s Default sixty (60) day period shall be deemed a waiver by it of its right to commence such an action. In the event the purchase and sale of the Property contemplated by this Agreement is not cured within said seven-day periodconsummated because of the default of Purchaser, then this Agreement shall terminate, and the Seller shall retain the Renovations Payment as full, complete and final liquidated damages. Seller hereby agrees that it would be entitled, difficult or impossible to ascertain the damages accruing to Seller as a result of a default by Purchaser under this Agreement. The payment of said liquidated damages shall not be deemed a penalty but shall constitute Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed Purchaser and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all the exercise by Seller of any other damages, claims and remedies to legal or equitable right or remedy which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by against Purchaser as a result of (1) a SellerPurchaser’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractdefault.

Termination and Default. This Agreement is subject to terminate upon any one of the events listed below: (a) If Purchaser breaches or fails to perform any provision of this Contract, such breach or failure shall be an event of default (each a “Purchaser’s Default”). Following Upon mutual written agreement between the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole BEDC and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. ▇▇▇▇▇. (b) If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇▇ Money Deposit as Seller’s ▇▇▇▇▇ files any false documentation concerning the application or Purchaser’s sole remedy under receipt of Grant funds, the BEDC can then unilaterally terminate this ContractAgreement. (c) If either party defaults or breaches this Agreement, Seller and Purchaser agree that the damages incurred non-defaulting/non- breaching party may unilaterally terminate this Agreement if the default or breach is not cured within thirty (30) days of written notice from the non-defaulting/non- breaching party. (d) If any taxes, fees, impositions, or charges owed to the BEDC, the City of Benbrook, or the State of Texas by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇▇ Money Deposit represents a fair ▇▇▇▇▇, Texas HomeMasters, LLC, or Restoration Center become delinquent and reasonable estimate are not paid within thirty (30) days written notice by the City (provided, however, that such taxes, fees or charges shall not be considered delinquent for purposes of those damages. this section until any proper and timely protest or contest of such taxes of fees has become final), the BEDC can then unilaterally terminate this Agreement. (e) The receipt by Seller or Purchaser of BEDC may terminate this Agreement, if the Improvements, including prior, to during, and after completion, ▇▇▇▇▇▇▇▇ Money Deposit is not intended by Seller ▇▇▇▇▇ fails or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(cTexas HomeMasters, LLC fails to comply with appropriate City codes and ordinances. (f) shall be retained by Seller If any tenants of the Center are operating illegally according to State or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this ContractCity laws, the BEDC can then unilaterally terminate this Agreement. (g) If ▇▇▇▇▇▇▇▇ Money Deposit shall be received by ▇▇▇▇▇, Texas HomeMasters, LLC, or Restoration Center suffer an Event of Bankruptcy or Insolvency, the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under BEDC can unilaterally terminate this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive Agreement in compliance with applicable law governing the termination of this Contractproceeding. (dh) If either Purchaser any subsequent federal or Seller becomes entitled state legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid or illegal, this Agreement is terminated without further action of the parties. (i) If insufficient funding is available in any future year to provide the Grant contemplated herein, the BEDC shall give ▇▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇ not less than thirty (30) days’ notice of its intent to terminate prior to termination. (j) If any other material provisions of this Agreement are in breach by ▇▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) , the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of BEDC can unilaterally terminate this ContractAgreement. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. This Agreement may be terminated in accordance with any of the mechanisms listed below: (a) If Purchaser breaches or fails Mutual written agreement to perform any provision of this Contract, such breach or failure shall be an event of default (each a “Purchaser’s Default”). Following terminate between the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole BEDC and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.JVEP; (b) If JVEP files any false documentation concerning the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after application or receipt of Grant funds, the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) BEDC may unilaterally terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver Agreement upon written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.JVEP; (c) If a Permitted Termination occurs under Section 2.5(a) either party defaults or 2.5(b) of breaches this ContractAgreement, the terminating party shall notify the non-terminating defaulting/non- breaching party and may unilaterally terminate this Agreement if the Title Company in writing default or breach is not cured within thirty (30) days of the Permitted Termination, delivery of written notice from the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contractnon- defaulting/non-breaching party. (d) If either Purchaser any taxes, fees, impositions, or Seller becomes entitled charges owed to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted TerminationBEDC, the Title Company shall disburse City, or the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 State of Texas by JVEP become delinquent and are not paid within thirty (30) days of receipt the delivery of written notice by the request will BEDC or the City (provided, however, that such taxes, fees, or charges shall not be liable to the other party considered delinquent for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination purposes of this Contractsection until any proper and timely protest or contest of such taxes, fees, or charges has become final), the BEDC may unilaterally terminate this Agreement upon written notice to JVEP. (e) Notwithstanding anything contained The BEDC may terminate this Agreement upon written notice to JVEP if the Improvements constructed by JVEP fail to comply with appropriate City codes and ordinances at any stage of construction. (f) If any tenants of the Centre are operating illegally according to state or federal law or City ordinances, the BEDC may unilaterally terminate this Agreement upon written notice to JVEP. (g) If JVEP suffers an Event of Bankruptcy or Insolvency, the BEDC may unilaterally terminate this Agreement in compliance with applicable law governing the proceeding. (h) If any subsequent federal or state legislation or any decision of a court of competent jurisdiction declares or renders this Contract Agreement invalid or illegal, this Agreement shall automatically terminate without further action of the Parties. (i) If insufficient funding is available in any future year to provide the contraryGrant contemplated herein, it is understood and agreed that Seller the BEDC shall give JVEP not be responsible or liable less than thirty (30) days’ notice of its intent to Purchaser for terminate prior to termination. (j) If JVEP breaches any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination other material provisions of this ContractAgreement and fails to cure such breach within thirty (30) days of the delivery of written notice of such breach , the BEDC may unilaterally terminate this Agreement upon written notice to JVEP.

Termination and Default. 17.1 Both Parties have the right, by written notice to the other Party to terminate all or any part of this Agreement as considered necessary for any or all of the following reasons: (a) If Purchaser breaches or fails subject to perform any provision of this Contract, such breach or failure shall be an clause 17.2 in the event of a material default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.either Party; (b) If in the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation the other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be Party suffering an Insolvency Event. 17.2 In the event of material default (“Seller’s Other Obligation Default”). Following on the occurrence part of either Party, and before the issue of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance notice of termination of this ContractAgreement, against Seller, or (2) terminate this Contract. Following the occurrence non-defaulting Party will give notice of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure default giving details of such default. The defaulting Party must as soon as possible remedy such default at its own cost. If Seller’s Other Obligation Default the defaulting Party upon receipt of such notice does not commence and thereafter continuously proceed with satisfactory action to remedy such default (or where the default is not cured within said seven day period Purchaser shall, as Purchasercapable of being remedied) then the non-defaulting Party may: (a) issue a notice of termination in accordance with the provisions of clause 17.1; or (b) specifically in the event of material default by Allseas perform or cause to be performed by a third party Allseas’s sole obligation in default and exclusive remedy, all costs will be entitled recoverable from Allseas from any sums of money due or that may become due to either Allseas under this Agreement. With the exception of (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or indemnity obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertainAgreement, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all recovery from Allseas of any sums paid under this Agreement, DeepGreen shall not otherwise be entitled to recover any other costs or damages from Allseas in respect of suit. This Section 2.5(d) shall survive the termination of this ContractAgreement whether under contract, tort or otherwise at law. (e) Notwithstanding anything contained 17.3 In the event of termination of this Agreement in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser accordance with clause 17.1 as a result of default by Allseas, the following conditions apply: (1a) a Seller’s Other Obligation Default, Allseas ceases to be entitled to receive any monies on account of this Agreement; except as set out in Annex 2: Success Fee for that part of the PMTS completed in accordance with this Agreement up to the date of termination; and (2b) any delay caused additional costs reasonably incurred by PurchaserDeepGreen as a direct result of Allseas’s default or other events giving rise to termination are recoverable from Allseas but always limited to deductions from the Success Fee (both shares and cash components) due in accordance with this Agreement. In the event of any dispute on valuation of the DeepGreen shares, the Parties will arrange an independent valuation. 17.4 Termination of this Agreement (whether under this clause 17 or any other provision of this Agreement) will be without prejudice to any rights or remedies that may have accrued to either Party prior to such termination. 17.5 The Parties acknowledge that in the Strategic Alliance Agreement a mutual agreement was reached providing that DeepGreen shall source an initial Pilot Mining Test System from Allseas. In the event of termination pursuant to this clause 17, DeepGreen shall no longer have any obligation to source a PMTS from Allseas and shall be free to negotiate with third party providers for such a system. 17.6 Notwithstanding any other provision of this agreement, in the event of a termination by DeepGreen as a result of a material default by Allseas , or if Allseas terminates this agreement before Successful Completion for any reason other than a material default by DeepGreen, or either of DeepGreen or DeepGreen Metals suffering an Insolvency Event, Allseas shall, at its sole election: (3a) any delay due acquire an additional [***] shares in DeepGreen for a consideration of US$[***]; or (b) sell no less than [***] shares in DeepGreen to DeepGreen for US$[***] in total consideration. 18 ENVIRONMENT, HEALTH AND SAFETY 18.1 Allseas must deliver the PMTS in a manner that gives priority to safety in order to protect life, health, property and environment. Allseas is at all times responsible for the management and control of health, safety, security and environmental issues related to the occurrence delivery, commissioning, testing and operation of an event the PMTS and must protect the environment, health and safety of Force Majeurethe personnel and the property of Allseas, including any costs of its Subcontractors, and expenses incurred by Purchaser in obtaining alternate accommodations pending DeepGreen Group. 18.2 Allseas acknowledges and accepts that the ClosingISA, and DeepGreen and Allseas health, safety, environment and quality policies and requirements and local applicable law may apply to the development and performance of the PMTS; Allseas agrees to strictly observe the applicable standards and to ensure that its personnel are trained to the applicable set of standards. 18.3 Allseas shall take all reasonable steps to protect the environment (both on and off its work site and the test site) and to limit damage and nuisance to people and property resulting from pollution, noise and other results of its operations to a level as low as reasonably practical. This Section 2.5 (e) Allseas shall survive ensure that it prevents unacceptable emissions, discharges and effluent from its activities. 18.4 Allseas shall provide monthly environmental, health and safety information associated with the termination performance of this Contractthe PMTS.

Termination and Default. (a) If Purchaser breaches Each of Seller and Buyer shall be entitled to terminate this Agreement in whole or in part: (i) if either party fails to observe, keep or perform any provision material term or condition of this ContractAgreement or repeatedly fails to observe, keep or perform any non-material term or condition of this Agreement, which repeated breaches collectively constitute a material breach; (ii) if a voluntary or involuntary petition is commenced by or against either party under any laws relating to bankruptcy, insolvency, reorganization, moratorium and creditors' rights and remedies generally, and such breach voluntary or failure involuntary petition is not withdrawn or dismissed, as applicable, within 30 days of filing; or (iii) if a party becomes insolvent because they are unable to pay their debts in the ordinary course of business as they become due, any substantial part of either party's property becomes subject to any levy, seizure, assignment, application or sale for or by any creditor or governmental agency or if a receiver shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Terminationappointed for either party. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy The party seeking to terminate this ContractAgreement shall give the other party written notice of any of the foregoing claimed to be a basis for termination and the date of termination. The Agreement shall terminate no less than fifteen 15 days after receipt of such notice in the event of the occurrence under Section [9](a)(iii) above. In the event of an occurrence of an event under Section [9](a)(i), and a party in breach shall have 30 days to cure, if curable, any such termination is breach. In the event that a Permitted Terminationparty does not cure such breach within that cure period, the non-breaching party may terminate this Agreement immediately upon notice to the breaching party. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party Any and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to all provisions of this Contract that expressly survive termination. If Seller Agreement which by their nature or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) terms contemplate survival beyond the expiration of this Contract Agreement or which are reasonably necessary to survive termination in order to achieve their respective fundamental purposes, including, without limitation, any provisions of this Agreement relating to and receipt specifically the Sections entitled Indemnification, Limitation of --------------- ------------- Liability, Indemnity for Product Liability, the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller provision contained in --------- ------------------------------- *** Confidential Information has been omitted and Purchaser agree that filed separately with the damages incurred by Seller or Purchaser from a default, pursuant Securities and Exchange Commission. Section [3(g)] and Sections [10 through 18] relating to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchasermiscellaneous matters, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive and continue to bind the parties following any termination of this ContractAgreement. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. If the Supplier breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Buyer may notify the Supplier in writing outlining the details of such breach. A failure by Buyer to notify the Supplier is not a waiver by Buyer of any such breach or of any rights and remedies available to Buyer as a result of such breach, except for the right to terminate this Agreement. If the breach is not remedied by Supplier within thirty (30) days from the date of written notification to remedy the breach, or, if the breach cannot reasonably be remedied within thirty (30) days, if substantial steps to commence a cure are not initiated within such thirty (30) day period, then Buyer may, in addition to all of its other rights or remedies, whether under this Agreement or in law or in equity, terminate this Agreement by providing written notification thereof to the Supplier. In addition, this Agreement may be terminated by either party upon the occurrence and continuance of any of the following, such termination to be effective immediately upon delivery of a written notice to the other party: (a) If Purchaser breaches a petition in bankruptcy or fails to perform any provision of this Contract, such breach or failure under a similar applicable law shall be an event of default (each filed by or consented to by the other party, or if the other party makes a “Purchaser’s Default”). Following proposal to its creditors or seeks the occurrence appointment of a Purchaser’s Defaulttrustee, Seller shall deliver written notice to Purchaser receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.its creditors; (b) If the Unit shall not be constructed and Available other party becomes insolvent or ceases to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Sellercarry on business, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice takes action to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Sellerliquidate assets, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance stops making payments in the usual course of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.business; (c) If a Permitted Termination occurs petition in bankruptcy or under Section 2.5(a) or 2.5(b) of this Contract, a similar law shall be filed against the terminating party shall notify the non-terminating other party and the Title Company in writing shall remain undismissed or unstayed for a period of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(athirty (30) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.days; or (d) If either Purchaser the other party’s business or Seller becomes entitled to assets shall be placed in the ▇▇▇▇▇▇▇ Money Deposit upon hands of a Permitted Terminationtrustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the Title Company shall disburse winding-up or the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days liquidation of receipt of the request will be liable to the other party or if the other party adopts or takes any corporate proceedings for liquidated damages in an amount equal to the sum of: its dissolution or liquidation (i) three times the amount other than as part of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contracta bona fide corporate reorganization). (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.

Termination and Default. (a) If Purchaser breaches PENNDOT may terminate this Agreement for any reason by giving the APPLICANT ninety (90) days written notice. Partial or fails complete forfeiture of the bond may be required in order for PENNDOT to perform any provision continue maintaining the affected area for what would have been the remaining duration of this Contract, such breach Agreement. b) Neglect or failure of the APPLICANT to comply with any of the terms, conditions, or provisions of this Agreement, including misrepresentation of fact, shall be an event of default (each a “Purchaser’s Default”). Following default, unless such failure or misrepresentation are the occurrence result of a Purchaser’s Defaultnatural disasters, Seller shall deliver written notice to Purchaser strikes, lockouts, acts of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day periodpublic enemies, Seller shall be entitledinsurrections, as Seller’s sole and exclusive remedy under this Contractriots, to either: (1) terminate this Contractepidemics, civil disturbances, explosions, orders of any kind of governments of the United States or Commonwealth of Pennsylvania or any of their departments or political subdivisions, or (2any other cause not reasonably within the APPLICANT’s control. The APPLICANT, however, shall remedy as soon as possible each cause preventing its compliance with this Agreement. c) enforce specific performance If notified by PENNDOT in writing that it is in violation of any of the terms, conditions, or provisions of this Contract against PurchaserAgreement, and a default has occurred, the APPLICANT shall have thirty (30) days or a time negotiated with PENNDOT from the date of such notification to remedy the causes preventing its compliance and curing the default situation. A Expiration of the thirty (30) days or negotiated time and failure by the APPLICANT to remedy the default shall result in termination of this Contract Agreement by Seller as provided in this Section 2.5(a) is a Permitted TerminationPENNDOT. (bd) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or Upon a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser Agreement by PENNDOT, PENNDOT shall conduct an inspection of the work site to determine whether or Seller becomes entitled not the Scope of Work has been completed to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release degree acceptable to PENNDOT. If the Title Company with 7 days Scope of receipt Work is not completed to a degree and condition acceptable to PENNDOT, then PENNDOT may take any measures necessary to complete the Scope of the request will Work. The APPLICANT shall be liable to the other party held responsible for liquidated damages in an amount equal to the sum of: (i) three times the amount full restitution of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending completing the Closing. This Section 2.5 (e) shall survive the termination Scope of this ContractWork.

Termination and Default. If any member of the Crown Group breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Cott may notify Crown in writing outlining the details of such breach. A failure by Cott to notify Crown is not a waiver by Cott of any such breach or of any rights and remedies available to Cott as a result of such breach. If the breach is not remedied by Crown Group within [***] days from the date of written notification to remedy the breach, or, if the breach cannot reasonably be remedied within [***] days, if substantial steps to commence a cure are not initiated within such [***] day period, then Cott may, in addition to all of its other rights or remedies, terminate this Agreement by providing written notification thereof to Crown. In addition, this Agreement may be terminated by either party upon the occurrence and continuance of any of the following, such termination to be effective immediately upon delivery of a written notice to the other party: (a) If Purchaser breaches a petition in bankruptcy or fails to perform any provision of this Contract, such breach or failure under a similar applicable law shall be an event of default (each filed by or consented to by the other party, or if the other party makes a “Purchaser’s Default”). Following proposal to its creditors or seeks the occurrence appointment of a Purchaser’s Defaulttrustee, Seller shall deliver written notice to Purchaser receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.its creditors; (b) If the Unit shall not be constructed and Available other party becomes insolvent or ceases to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Sellercarry on business, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice takes action to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Sellerliquidate assets, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance stops making payments in the usual course of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.business; (c) If a Permitted Termination occurs petition in bankruptcy or under Section 2.5(a) or 2.5(b) of this Contract, a similar law shall be filed against the terminating party shall notify the non-terminating other party and the Title Company in writing shall remain undismissed or unstayed for a period of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(athirty (30) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.days; or (d) If either Purchaser the other party’s business or Seller becomes entitled to assets shall be placed in the ▇▇▇▇▇▇▇ Money Deposit upon hands of a Permitted Terminationtrustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the Title Company shall disburse winding-up or the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days liquidation of receipt of the request will be liable to the other party or if the other party adopts or takes any corporate proceedings for liquidated damages in an amount equal to the sum of: its dissolution or liquidation (i) three times the amount other than as part of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suita bona fide corporate reorganization). This Section 2.5(d) shall survive the termination of If this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser Agreement terminates for any costsreason, expenses or damages suffered or incurred Cott shall purchase under the terms hereof, any existing inventory of finished Products produced by Purchaser as a result of (1) a Seller’s Other Obligation DefaultSuppliers in accordance with mutually agreed inventory requirements, (2) and color tabs and ends, for their entire order quantity if any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contractsuch order is for non-stock items.

Termination and Default. In the event of: (a) If Purchaser breaches or fails to perform any provision the Tenant’s material breach of this Contractlease agreement, such (b) the Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in this agreement to the Landlord, (e) the institution of legal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall have the right to enter and retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the aforesaid rights, Landlord shall give ninety (90) days’ notice, written or oral, of an intention to terminate this lease agreement to the Tenant. If the Landlord should determine that any part of the space being leased becomes needed for purposes of County operations (180) day written notice shall be given to terminate the Lease. Landlord’s acceptance of Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a breach by Tenant shall not be interpreted as a waiver of any subsequent breach or failure non-compliance, and this lease agreement shall be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole continue in full force and exclusive remedy under this Contract, to either: effect. (1) terminate this Contract, or For all installments of Rent and other charges that are past due and for the remainder of the Term which shall immediately become due and payable; (2) enforce specific performance For any court costs incurred by the Landlord for possession of this Contract against Purchaser. A termination the Premises or for collection of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure unpaid Rent or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) charges under this Contractlease agreement; and, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Seller, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Seller, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Termination, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses For reasonable attorney’s fees incurred by Purchaser the Landlord to obtain possession of the Premises or in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination collection of this ContractRent, damages, or other charges.

Termination and Default. If the Supplier breaches this Agreement or any warranty, representation or covenant contained in this Agreement, Buyer may notify the Supplier in writing outlining the details of such breach. A failure by Buyer to notify the Supplier is not a waiver by Buyer of any such breach or of any rights and remedies available to Buyer as a result of such breach, except for the right to terminate this Agreement. If the breach is not remedied by Supplier within thirty (30) days from the date of written notification to remedy the breach, or, if the breach cannot reasonably be remedied within thirty (30) days, if substantial steps to commence a cure are not initiated within such thirty (30) day period, then Buyer may, in addition to all of its other rights or remedies, whether under this Agreement or in law or in equity, terminate this Agreement by providing written notification thereof to the Supplier. In addition, this Agreement may be terminated by either party upon the occurrence and continuance of any of the following, such termination to be effective immediately upon delivery of a written notice to the other party: (a) If Purchaser breaches a petition in bankruptcy or fails to perform any provision of this Contract, such breach or failure under a similar applicable law shall be an event of default (each filed by or consented to by the other party, or if the other party makes a “Purchaser’s Default”). Following proposal to its creditors or seeks the occurrence appointment of a Purchaser’s Defaulttrustee, Seller shall deliver written notice to Purchaser receiver, liquidator, custodian or other similar official for its business or assets or makes an assignment for the benefit of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and exclusive remedy under this Contract, to either: (1) terminate this Contract, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination.its creditors; (b) If the Unit shall not be constructed and Available other party becomes insolvent or ceases to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be an event of default (“Seller’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contract, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in equity, including specific performance of this Contract, against Sellercarry on business, or (2) terminate this Contract. Following the occurrence of a Seller’s Other Obligation Default, Purchaser shall deliver written notice takes action to Seller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, as Purchaser’s sole and exclusive remedy, be entitled to either (i) enforce specific performance of this Contract against Sellerliquidate assets, or (ii) terminate this Contract. If Purchaser has not filed suit against Seller for specific performance stops making payments in the usual course of this Contract within 30 days following the expiration of the cure period for Seller’s Other Obligation Default as specified in this Section 2.5(b), Purchaser shall be deemed to have elected the remedy to terminate this Contract, and such termination is a Permitted Termination.business; (c) If a Permitted Termination occurs petition in bankruptcy or under Section 2.5(a) or 2.5(b) of this Contract, a similar law shall be filed against the terminating party shall notify the non-terminating other party and the Title Company in writing shall remain undismissed or unstayed for a period of the Permitted Termination, the terminating party shall receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(athirty (30) or 2.5(b) of this Contract and receipt of the ▇▇▇▇▇▇▇ Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the ▇▇▇▇▇▇▇ Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other damages, claims and remedies to which Seller or Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of this Contract, the ▇▇▇▇▇▇▇ Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the termination of this Contract.days; or (d) If either Purchaser the other party's business or Seller becomes entitled to assets shall be placed in the ▇▇▇▇▇▇▇ Money Deposit upon hands of a Permitted Terminationtrustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if an order shall be made or resolution passed for the Title Company shall disburse winding-up or the ▇▇▇▇▇▇▇ Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days liquidation of receipt of the request will be liable to the other party or if the other party adopts or takes any corporate proceedings for liquidated damages in an amount equal to the sum of: its dissolution or liquidation (i) three times the amount other than as part of the ▇▇▇▇▇▇▇ Money Deposit; (ii) the ▇▇▇▇▇▇▇ Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contracta bona fide corporate reorganization). (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of this Contract.