Due Diligence Fee. Borrower shall pay the Due Diligence Fee to Lender promptly upon the execution of the Second Amendment and each anniversary thereof thereafter.

Due Diligence Questionnaire. The Company hereby represents and warrants to Buyer that all of the information furnished by the Company to Holder on or around the date hereof, pursuant to the due diligence questionnaire form requested by Holder, is true and correct in all material respects as of the date hereof.

Due Diligence Review. GMPW and its legal counsel shall have completed, to their satisfaction in their sole discretion, their due diligence review of BITCENTRO and all of its properties and assets.

Due Diligence Fee. The Company agrees to and has previously paid to MP Securities a non-accountable due diligence fee of $10,000.

Legal Due Diligence. The Lender and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Lender in its sole discretion.

Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by Cowen or its agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as Cowen may reasonably request.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, ​ shall have reasonable access to the Properties at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that # ​ must give ​ twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain ​’s prior written consent (which consent may be given, withheld or conditioned in ​’s sole discretion), # prior to performing any inspection or test, ​ must deliver a certificate of insurance to ​ evidencing that ​ and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance and workers compensation insurance for its activities on the Properties in terms and amounts reasonably satisfactory to ​ covering any accident arising in connection with the presence of ​, its contractors, agents and representatives on the Properties, which insurance shall name ​ and ​’s property manager as additional insureds thereunder, and # all such tests shall be conducted by ​ in compliance with ​’s responsibilities set forth in Section 4.10 below. ​ shall bear the cost of all such inspections and tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests. Subject to the provisions of Section 4.8 hereof, ​ or ​’s representatives may meet with any tenant; provided, however, ​ must contact ​ at least forty-eight (48) hours in advance by telephone or electronic mail to inform ​ of ​’s intended meeting and to allow ​ the opportunity to attend such meeting if ​ desires. Subject to the provisions of Section 4.8 hereof, ​ or ​’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, ​ must contact ​ at least forty-eight (48) hours in advance by telephone or electronic mail to inform ​ of ​’s intended meeting and to allow ​ the opportunity to attend such meeting if ​ desires.

Purchaser shall have the right to perform its Due Diligence Review during the Due Diligence Period in accordance with Section 9 of this Agreement.

Following execution of this Agreement, Purchaser shall have a period of thirty (30) days (the "Due Diligence Period") to conduct its business, financial, legal and other due diligence (the "Due Diligence Review") regarding the purchase of the Membership Interests. Seller will make available to Purchaser all records, service contracts, title insurance policies, surveys, building plans and other records of any kind or nature requested by Purchaser and owned by (or reasonably available to) Seller. During the Due Diligence Period and following reasonable prior notice to Seller (i.e., not less than 48 hours), Purchaser, its agents and employees will have the right to enter onto the Properties to perform all such tests and inspections Purchaser deems reasonably necessary or appropriate; provided, however, that Purchaser may not conduct any Phase II or similar testing. Purchaser agrees to indemnify and hold Seller, and the Properties, free and harmless from any costs or liability incurred by reason of any such investigation or investigations and, should this Agreement be terminated and the Closing be canceled for any reason, to repair any damage caused to the Properties by reason of any such investigation or investigations by Purchaser.

Due Diligence Inspection Period. For the independent consideration of $500 paid to the Escrow Agent in accordance with Paragraph 2.a above, Buyer shall have forty-five (45) days from the Effective Date (“Inspection Period”) in which the Buyer may perform inspections and non-invasive testing, at its sole expense, to determine if the Property and lots located therein, in its sole discretion, is suitable for Buyer’s proposed development, use and business purposes and that the lots within Property are in compliance with all standards, conditions and terms hereof and herein. Buyer and its representatives shall have access to the Property during this Inspection Period and up until Closing. Buyer agrees to restore the Property substantially to its original condition after completion of such inspection and testing, which obligation shall survive termination of this Agreement. Buyer may cancel or terminate this Agreement at any time during the Inspection Period for any reason by delivering written notice of termination to Seller prior to the expiration of the Inspection Period and the parties shall be released from any further rights, obligations, and liabilities hereunder (except for those which expressly survive termination) and all earnest money on deposit shall be returned to the Buyer.