Common use of Buyer’s Remedies Clause in Contracts

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

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

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

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

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

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

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

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

Buyer’s Remedies. IF AT CLOSING, BUYER IS READY, WILLING AND ABLE TO PURCHASE THE PROPERTY AND HAS COMPLIED WITH ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, BY DEPOSITING ALL REQUIRED FUNDS AND DOCUMENTS WITH ESCROW), BUT THE SELLER FAILS TO CONVEY THE PROPERTY IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO EITHER (A) TERMINATE THIS AGREEMENT, OBTAIN A REFUND OF THE DEPOSIT, AND OBTAIN A REIMBURSEMENT FROM THE SELLER OF THE BUYER’S ACTUAL OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH THE BUYER’S INVESTIGATION OF THE PROPERTY (INCLUDING LEGAL FEES, COSTS OF ENVIRONMENTAL TESTING, INSPECTION COSTS AND OTHER SIMILAR THIRD-PARTY COSTS), IN AN AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000.00), OR (B) TO ENFORCE, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, SPECIFIC PERFORMANCE OF SELLER’S OBLIGATION TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS TERMS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN . BUYER SHALL BE ENTITLED DEEMED TO SEEK ALL REMEDIES AVAILABLE HAVE ELECTED TO BUYER, AT LAW OR TERMINATE THIS AGREEMENT AND RECEIVE BACK THE DEPOSIT AND ITS REIMBURSABLE COSTS IF BUYER FAILS TO FILE SUIT FOR A SPECIFIC PERFORMANCE AGAINST SELLER IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS UNIQUE LOCATED ON OR BEFORE NINETY (90) DAYS FOLLOWING THE DATE ON WHICH THE CLOSING WAS TO HAVE OCCURRED. IF BUYER ELECTS TO ENFORCE SPECIFIC PERFORMANCE OF SELLER’S OBLIGATIONS PURSUANT TO CLAUSE (B) ABOVE, BUYER SHALL BE DEEMED TO HAVE WAIVED (AND THAT IF SELLER FAILS HEREBY DOES WAIVE) ITS RIGHT TO CONVEY OBTAIN A REFUND OF THE PROPERTY TO DEPOSIT, REIMBURSEMENT OF ITS COSTS DESCRIBED IN CLAUSE (A) ABOVE, OR ANY OTHER MONETARY DAMAGES. BUYER IN ACCORDANCE HEREBY WAIVES THE BENEFIT OF ANY LAW WHICH WOULD ALLOW BUYER ANY RIGHT OR REMEDY INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Buyer’s InitialsSECTION 10