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. (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. 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. 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. (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. (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. (a) If Purchaser breaches A. Upon the expiration or fails to perform any provision sooner termination of this ContractLease, the TENANT shall return to the LANDLORD the Premises hereby leased in as good condition as they are on the date of the signing of this Lease, reasonable wear and tear or loss or damage by fire, lightning, windstorm or acts of God excepted. B. In the event that fire damage or damage by other casualty of fifty (50%) or more of the value of the improvements on said Premises is sustained at any time, the LANDLORD shall have the option to: (1) Terminate this Lease, in which event the rent payable by TENANT shall ▇▇▇▇▇ and the prepaid portion thereof refunded; or (2) Repair said damage within a reasonable time at the LANDLORD’S expense, in which event the rent payable by TENANT shall ▇▇▇▇▇ for so long a time as, and only in the event that said Leased Premises are in an untenable condition as a result of such breach damage. In the event that fire damage or failure damage by other casualty of less than fifty percent (50%) of the value of the improvements on said Premises is sustained at any time, LANDLORD shall be an repair said damage within a reasonable time at the LANDLORD’S expense, in which event the rent payable by TENANT shall ▇▇▇▇▇ for so long a time as, and only in the event that said Leased Premises are in a compromised, but usable condition as a result of default (each a “Purchaser’s Default”)such damage. Following During the period from the occurrence of said casualty until LANDLORD’S repairs are completed, the Rental shall be reduced and abated in proportion to the amount of Gross Rentable Area of the Premises which is compromised and unusable as a Purchaser’s Defaultresult of such casualty. C. Should the TENANT default in the payment of the rent or the performance of any of the promises, Seller shall deliver covenants or agreements herein made, or fail to provide services, products and other items of property quality as reasonably determined by LANDLORD, LANDLORD may, at its option, after giving the TENANT ten (10) days 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 failure to do so, declare all future payments hereunder immediately due and exclusive remedy under payable and may, at its option, exercise any one or more of the following remedies: (1) The LANDLORD may terminate this ContractLease by giving to the TENANT one hundred eighty (180) days written notice of the LANDLORD'S intention to do so, in which event the term of this Lease shall end and neither Seller nor Purchaser all right, title and interest of the TENANT hereunder shall have expire on the date stated in such notice; or (2) The LANDLORD may terminate the right of the TENANT to possession of the Premises or any further rights or obligations under this Contractportion thereof by giving written notice to the TENANT that the TENANT'S right of possession shall end on the date stated in such notice, except pursuant which shall not be less than thirty (30) days after the date of the notice by the LANDLORD of its intention to so terminate the right of possession; or (3) The LANDLORD may enforce the provisions of this Contract that expressly survive termination. Lease and may enforce and protect the right of the LANDLORD hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy. (4) If Seller or Purchaser elects a Permitted Termination under Section 2.5(athe LANDLORD exercises either of the remedies provided for in subparagraphs (1) or 2.5(b(2), the LANDLORD may then or at any time re-enter the Premises in accordance with Florida law. (5) If the LANDLORD terminates the TENANT'S right of possession pursuant to subparagraph (2), the LANDLORD may re-enter the premises or any portion thereof and take possession of all or any portion thereof, may move any portion of the TENANT'S property thereon which the LANDLORD elects to so do, and may sublet or relate the Premises or any part thereof from time to time for all or any part of the unexpired part of the then term hereof, or for a longer period, and the LANDLORD may collect the rents from such relating or subletting and apply same first to the payment of the rents payable hereunder and in the event that the proceeds from such relating or subletting are not sufficient to pay in full the foregoing, the TENANT shall remain and be liable therefor. The TENANT promises and agrees to pay the amount of such deficiency from time to time and the LANDLORD may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies. D. Termination for convenience: Either party may terminate this Agreement for convenience as provided below: (1) TENANT may terminate this Lease by giving to the LANDLORD one hundred eighty (180) days written notice of TENANT’S intention to do so, in which event the term of this Contract Lease shall end and receipt all right, title and interest of the ▇▇TENANT hereunder shall expire on the date stated in such notice. During the termination period, the exclusive rights of the TENANT to provide beverage and food on the Premises shall become non-exclusive and rent shall not ▇▇▇▇▇ Money Deposit as Sellerduring the termination period. At the end of said termination period, each party’s or Purchaser’s sole remedy obligations to the other party under this ContractLease shall terminate. (2) In the event LANDLORD intends to cease operations at the Lakeland Public Library or intends to sell the property, Seller TENANT shall be provided no less than one hundred eighty (180) days’ notice prior to cessation of such operations for any reason. During the termination period, the exclusive right of the TENANT to provide beverage and Purchaser agree that food on the damages incurred by Seller or Purchaser from a default, pursuant to which a Permitted Termination occurs, are difficult to ascertain, Premises shall remain exclusive and that the ▇▇rent shall ▇▇▇▇▇ 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 during the termination period. At the end of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Terminationsaid termination period, 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 each party’s obligations 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 suitunder this Lease shall terminate. This Section 2.5(d) The parties 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 treat any costs, expenses or damages suffered or incurred by Purchaser such event 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 LANDLORD’S termination of this Contractfor convenience.

Termination and Default. (a) If Purchaser breaches A. Upon the expiration or fails to perform any provision sooner termination of this ContractLease, such breach the TENANT shall return to the LANDLORD the Premises hereby leased in as good condition as they are on the date of the signing of this Lease, reasonable wear and tear or failure loss or damage by fire, lightning, windstorm or acts of God excepted. B. In the event that fire damage or damage by other casualty of fifty percent (50%) or more of the value of the improvements on said Leased Premises is sustained at any time, the LANDLORD shall be an event of default (each a “Purchaser’s Default”). Following have 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: option to: (1) terminate Terminate this ContractLease, or (2) enforce specific performance of this Contract against Purchaser. A termination of this Contract in which event the rent payable by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit TENANT 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 Contractthe prepaid portion thereof refunded; or (2) Repair said damage within a reasonable time at the LANDLORD’S expense, and neither Seller nor Purchaser in which event the rent payable by TENANT 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 for so long a default, pursuant to which a Permitted Termination occurs, are difficult to ascertaintime as, and only in the event 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 said Leased Premises are in an untenable condition as a penalty. The liquidated damages specified in this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu result 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 Contractsuch damage. (d3) If either Purchaser or Seller becomes entitled In the event any damage to the ▇▇▇▇▇▇▇ Money Deposit upon Premises is sustained as a Permitted Terminationresult of TENANT’S failure to conduct and operate its business in accordance with any applicable federal, state and local laws, ordinances and/or regulations, the Title Company shall disburse the ▇▇▇▇▇▇▇ Money Deposit cost of any repairs to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable Premises shall be borne by the TENANT. C. Upon written notification to the Title Company with 7 TENANT of a default in the payment of the rent or deficiency of the performance of any of the promises, covenants or agreements herein made, or fail to provide services, products and other items of proper quality the TENANT shall provide to LANDLORD, in writing, its proposed action to cure the default or deficiency within five (5) days of receipt of such notice. Within two (2) business days of receipt of TENANT’s proposal to cure any such deficiency, LANDLORD shall provide TENANT with its written acceptance or refusal of such proposed cure. If TENANT’S proposed actions are not acceptable to LANDLORD, the request will parties agree to meet no later than three (3) business days following TENANT’S receipt of LANDLORD’S written refusal to accept the proposed cure in an effort to discuss and agree upon a remedy to cure the default or deficiency. Upon approval of a remedy by the parties, if TENANT fails to cure the default or deficiency within fifteen (15) days or if the parties fail to agree on a proposed cure, LANDLORD may declare all future payments hereunder immediately due and payable and may, at its option, exercise any one or more of the following remedies: (1) The LANDLORD may terminate this Lease by giving to the TENANT written notice of the LANDLORD'S intention to do so, in which event the term of this Lease shall end and all right, title and interest of the TENANT hereunder shall expire on the date stated in such notice, which shall not be less than fifteen (15) days after the date of the notice by the LANDLORD of its intention to so terminate; or (2) The LANDLORD may terminate the right of the TENANT to possession of the Premises or any portion thereof by giving written notice to the TENANT that the TENANT'S right of possession shall end on the date stated in such notice, which shall not be less fifteen (15) days after the date of the notice by the LANDLORD of its intention to so terminate the right of possession; or (3) The LANDLORD may enforce the provisions of this Lease and may enforce and protect the right of the LANDLORD hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy. (4) If the LANDLORD exercises either of the remedies provided for in subparagraphs (1) or (2), the LANDLORD may then or at any time re-enter the Premises in accordance with Florida law. (5) If the LANDLORD terminates the TENANT'S right of possession pursuant to subparagraph (2), the LANDLORD may re-enter the Premises or any portion thereof and take possession of all or any portion thereof, may move any portion of the TENANT'S property thereon which the LANDLORD elects to so do, and may sublet or relet the Premises or any part thereof from time to time for all or any part of the unexpired part of the then term hereof, or for a longer period, and the LANDLORD may collect the rents from such relating or subletting and apply same first to the payment of the rents payable hereunder and in the event that the proceeds from such relating or subletting are not sufficient to pay in full the foregoing, the TENANT shall remain and be liable therefor. The TENANT promises and agrees to the other party for liquidated damages in an amount equal to the sum of: (i) three times pay the amount of such deficiency from time to time and the ▇▇▇▇LANDLORD may at any time and from time to time ▇▇▇ 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 recover judgment for any costs, expenses such deficiency 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 Contractdeficiencies.

Termination and Default. In the event (i) Lessee fails to make any monetary payments payable to Lessor hereunder when due and such failure continues for five (5) days after written notice of the same was given to Lessee or (ii) Lessee fails to keep and perform any covenant, agreement and stipulation herein on the part of Lessee to be kept and performed and such condition, other than for non-payment of money (for which the time to cure is provided above), shall continue after thirty (30) days (plus such additional time necessary to make good or correct such condition so long as Lessee is proceeding with due diligence to make good or correct such condition, which additional time shall cease upon Lessee ceasing to correct or make good such condition) notice, in writing, from Lessor to Lessee to make good or correct such condition then (in addition to and as an alternative to all other legal remedies), Lessor shall have the right either (a) If Purchaser breaches to terminate this Lease and Lessee’s right to possession of the Demised Premises or (b) to terminate only Lessee’s right to possession of the Demised Premises and in either such event Lessor shall have the right to re-enter and/or repossess the Demised Premises, either by force, summary proceeding, surrender or otherwise, and dispose and remove therefrom the Lessee, or other occupants thereof, and their effects, and alter the locks and other security devices at the Demised Premises, all without being liable for any prosecution or damages therefor. In either event the Lessor shall be entitled to recover from the Lessee, in addition to the rent, all expenses incurred in connection with such default, including repossession costs, legal expenses and attorneys’ fees (whether or not suit is filed) in addition to all expenses incurred in connection with efforts to relet the property, including cleaning, altering, advertising and brokerage commissions, and all such expenses shall be reimbursed by Lessee as additional rent, whether or not such default is subsequently cured. After Lessor has regained possession of the Demised Premises, Lessor shall use its best efforts to relet the Demised Premises and mitigate Lessee’s damages. Except as herein provided, Lessee waives demand for rent, demand for possession, notice of forfeiture, notice of termination and any and all other demands or notices required by law. Notwithstanding the foregoing, if Lessee fails to perform any provision of this Contract, such breach or failure shall be an event of default (each pay a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice monetary amount payable 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 Lessor as provided in this Section 2.5(aLease and is also in default with respect to any other of Lessee’s obligations hereunder for which Lessee has received notice or notices of default, Lessee’s right to cure all defaults specified in such notice(s) will cease ten (10) days after Lessee’s failure to timely pay money when due. Provided, further, however, if the monetary payment default is timely cured, then the time limits specified in this Article with respect to curing all other defaults, less than ten (10) days, shall go into effect. Lessee and Lessor expressly agree, as part of the consideration for this Lease, that the procedure specified in this Article with respect to implementing 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 forfeiture and/or termination of this Contract, subject to delays resulting from Force Majeure or a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure Lease shall be an event in lieu of the common law and/or statutory requirements. Lessee and Lessor agree that the notice of monetary payment default can be sent by Lessor five (“Seller5) or more days after money was to be paid and that if the money is not paid pursuant to the provisions of this Article, Lessor may, at Lessor’s Unconditional Obligation Default”). If Seller shall fail to perform any obligation other than Seller’s Unconditional Obligations (“Seller’s Other Obligations”) under this Contractoption, such failure shall be an event of default (“Seller’s Other Obligation Default”). Following exercise 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 Terminationprovided herein. (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 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. (a) If Purchaser breaches A. Upon the expiration or fails to perform any provision sooner termination of this ContractLease, the TENANT shall return to the LANDLORD the premises hereby leased in as good condition as they are on the date of the signing of this Lease, reasonable wear and tear or loss or damage by fire, lightning, windstorm or acts of God excepted. B. In the event that fire damage or damage by other casualty of fifty (50%) or more of the value of the improvements on said Leased Premises is sustained at any time, the LANDLORD shall have the option to: (1) Terminate this Lease, in which event the rent payable by TENANT shall ▇▇▇▇▇ and the prepaid portion thereof refunded; or (2) Repair said damage within a reasonable time at the LANDLORD’S expense, in which event the rent payable by TENANT shall ▇▇▇▇▇ for so long a time as, and only in the event that said Leased Premises are in an untenable condition as a result of such breach damage. In the event that fire damage or failure damage by other casualty of less than fifty percent (50%) of the value of the improvements on said Leased Premises is sustained at any time, LANDLORD shall be an repair said damage within a reasonable time at the LANDLORD’S expense, in which event the rent payable by TENANT shall ▇▇▇▇▇ for so long a time as, and only in the event that said Leased Premises are in a compromised, but usable condition as a result of default (each a “Purchaser’s Default”)such damage. Following During the period from the occurrence of said casualty until LANDLORD’S repairs are completed, the Rental shall be reduced and abated in proportion to the amount of Gross Rentable Area of the Premises which is compromised and unusable as a Purchaser’s Defaultresult of such casualty; C. Should the TENANT default in the payment of the rent or the performance of any of the promises, Seller shall deliver covenants or agreements herein made, or fail to provide services, products and other items of property quality as reasonably determined by LANDLORD, LANDLORD may, at its option, after giving the TENANT ten (10) days 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 failure to do so, declare all future payments hereunder immediately due and exclusive remedy under payable and may, at its option, exercise any one or more of the following remedies: (1) The LANDLORD may terminate this ContractLease by giving to the TENANT one hundred eighty (180) days written notice of the LANDLORD'S intention to do so, in which event the term of this Lease shall end and neither Seller nor Purchaser all right, title and interest of the TENANT hereunder shall have expire on the date stated in such notice; or (2) The LANDLORD may terminate the right of the TENANT to possession of the premises or any further rights or obligations under this Contractportion thereof by giving written notice to the TENANT that the TENANT'S right of possession shall end on the date stated in such notice, except pursuant which shall not be less than thirty (30) days after the date of the notice by the LANDLORD of its intention to so terminate the right of possession; or (3) The LANDLORD may enforce the provisions of this Contract that expressly survive termination. Lease and may enforce and protect the right of the LANDLORD hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy. (4) If Seller or Purchaser elects a Permitted Termination under Section 2.5(athe LANDLORD exercises either of the remedies provided for in subparagraphs (1) or 2.5(b(2), the LANDLORD may then or at any time re-enter the premises in accordance with Florida law. (5) If the LANDLORD terminates the TENANT'S right of possession pursuant to subparagraph (2), the LANDLORD may re-enter the premises or any portion thereof and take possession of all or any portion thereof, may move any portion of the TENANT'S property thereon which the LANDLORD elects to so do, and may sublet or relate the premises or any part thereof from time to time for all or any part of the unexpired part of the then term hereof, or for a longer period, and the LANDLORD may collect the rents from such relating or subletting and apply same first to the payment of the rents payable hereunder and in the event that the proceeds from such relating or subletting are not sufficient to pay in full the foregoing, the TENANT shall remain and be liable therefor. The TENANT promises and agrees to pay the amount of such deficiency from time to time and the LANDLORD may at any time and from time to time sue and recover judgment for any such deficiency or deficiencies. D. Termination for convenience: Either party may terminate this agreement for convenience as provided below: (1) Either party may terminate this Lease by giving to the other party one hundred eighty (180) days written notice of the that party’s intention to do so, in which event the term of this Contract Lease shall end and receipt all right, title and interest of the ▇▇TENANT hereunder shall expire on the date stated in such notice. During the termination period, the exclusive rights of the TENANT to provide food and beverage on the premises shall become non- exclusive and rent shall ▇▇▇▇▇ 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 during the termination period. At the end of this Contract. (d) If either Purchaser or Seller becomes entitled to the ▇▇▇▇▇▇▇ Money Deposit upon a Permitted Terminationsaid termination period, 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 each party’s obligations 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) under this Lease shall survive the termination of this Contractterminate. (e2) Notwithstanding anything contained In the event LANDLORD ceases golf operations at Cleveland Heights Golf Course, or in this Contract the event that the Golf Course operations are sold, TENANT shall be provided no less than one hundred eighty (180) days’ notice prior to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser cessation of golf operations for any costs, expenses or damages suffered or incurred by Purchaser reason. The parties shall treat such event 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 Contractfor convenience.

Termination and Default. If Seller fails to perform in accordance with this Agreement and Purchaser is not then in material default hereunder, Purchaser shall be entitled to receive a refund of the Deposit(s) as liquidated damages in full settlement of any claim or damages available to Purchaser at law or in equity or Purchaser shall have the remedy of specific performance, unless Seller's default is caused by circumstances beyond Seller's control. If Seller is unable to convey title in accordance with this Agreement, or if as of the Closing Date, there is an adverse change in the representations of Seller due to a circumstance which arose subsequent to the Effective Date of this Agreement and was not due to (ai) If Seller's failure to perform a covenant, (ii) Seller's breach of a covenant hereunder or, (iii) a misrepresentation by Seller under this Agreement, then Seller shall notify Purchaser breaches of the reasonable estimated aggregate costs to cure or correct such circumstance or circumstances, and Purchaser may, by written notice to Seller prior to the Closing Date, elect to accept such title as Seller is able to convey or elect to terminate this Agreement. Seller shall have no obligation to correct such circumstance(s). Upon the election to terminate by Purchaser, the Deposit(s) shall be refunded to Purchaser and thereafter neither party shall have any further rights, obligations or liabilities hereunder, except for those set forth herein which expressly survive termination of this Agreement. Subject to all conditions set forth in this Agreement, if Purchaser fails to purchase the Property on the Closing Date in accordance with the terms hereof or fails to perform any provision of this ContractPurchaser's other obligations hereunder, such breach or failure shall be an event of and Seller is not then in material default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Defaulthereunder, then Seller shall deliver written notice have the right to Purchaser receive the Deposit(s) from the Escrow Agent as liquidated damages in full settlement 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 any claim 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 damages 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 Where 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 Contractare provided for herein, Seller and Purchaser agree acknowledge the difficulty of determining actual damages, that it is impossible to more precisely estimate the damages upon default, that the damages incurred by Seller return 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 retention of the ▇▇▇▇▇▇▇ Money Deposit Deposit(s) is not intended by Seller or Purchaser as a penalty. The penalty but as full 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 that such amount constitutes 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 good faith estimate of the request will be liable to the other party for liquidated potential 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 Contractarising from default. (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.