Seller’s Operations. Seller is, and has always been, a holding company with no material operations, other than # immaterial operations in connection with its direct or indirect ownership interests in the Company and the Company Subsidiaries and engaging in transactions related to the Seller Common Stock, Seller Options, Seller SARs and Seller Warrants including activities related or incidental thereto and # activities in connection with the Transaction (including the Pre-Closing Reorganization). Seller has no material Liabilities or assets other than # those Liabilities and assets arising out of its existence or the direct or indirect ownership interests in the Company and the Company Subsidiaries, # Liabilities for Taxes or # arising under its organizational documents. Seller does not, and has never had, any employees (other than officers), leased employees or contractors.

Seller’s Certificate. A certificate in the form attached hereto as [Schedule 5] (“Seller’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Seller’s representations, warranties, and agreements set forth in Section 4.1 hereof;

Seller’s Conditions. Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent:

Seller’s Remedies. Subject to [Section 8.5(c)], prior to Closing, Seller’s sole and exclusive remedy for any breach by Buyer of this Agreement is # to seek specific performance of Buyer’s obligations under this Agreement in accordance with [Section 11.17] or # to terminate this Agreement in accordance with [Section 8.4]. Upon such termination, Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets to any Person without any restriction under this Agreement. Subject to [Section 8.5(c)], prior to Closing, the remedies set forth in this [Section 8.5(a)] shall be Seller’s sole and exclusive remedies for Buyer’s default or Seller’s termination of this Agreement, and Seller hereby expressly waive and release all other remedies.

Seller’s Default. If Seller fails to perform any of its obligations under this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Purchaser as expressly provided herein, Purchaser shall be entitled, as its remedy, either # to terminate this Agreement and receive the return of the Earnest Money from Escrow Agent, together with Purchaser’s actual out-of-pocket costs and expenses incurred with respect to this transaction up to a maximum of Twenty-Five Thousand and No/100 Dollars ($25,000.00) which shall be reimbursed by Seller to Purchaser within ten (10) business days after Purchaser’s delivery of commercially reasonable documentation supporting such costs and expenses (in such event, the right to retain the Earnest Money plus costs shall be full liquidated damages and, except as set forth herein, shall be Purchaser's sole and exclusive remedy in the event of a default hereunder by Seller, and Purchaser hereby waives and releases any right to sue Seller for damages), or # to enforce specific performance of Seller’s obligation to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement. If specific performance is not available to Purchaser as a result of # Seller having sold the Property or any portion thereof to another party, or(ii) as a result of a willful and intentional act or omission of Seller, then, in addition to Purchaser’s termination right, Purchaser shall be entitled to reimbursement by Seller for all of Purchaser’s actual out-of-pocket costs and expenses incurred with respect to this transaction, without a maximum cap on such costs and expenses, and shall further have all remedies available at law or in equity.

Seller shall cause to be duly and timely made or prepared all Tax Returns (as hereinafter defined) required to be made or prepared pertaining or with respect to its ownership of the Membership Interests for the period up to the Closing Date, and to duly and timely file all Tax Returns and pay all Taxes required to be filed and paid by Seller pertaining thereto, to the extent that any such Tax Returns have not previously been filed and taxes paid; provided that, to the extent Seller has obtained an extension for the filing of any Tax Return or the payment of any applicable taxes prior to the Closing Date, then Seller shall cause the applicable Tax Return to be filed and/or the applicable taxes to be paid prior to the applicable extension date. “Tax Return” means any return, statement, report, declaration, election, notice or form (including estimated tax returns and reports, withholding tax returns and reports, any schedule or attachment, and information returns and reports) and any other document, whether in tangible or electronic form, required to be filed with respect to income taxes, personal property taxes, volume of business taxes, municipal construction excise taxes, sales and use taxes or any other consumption taxes. Seller and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against any and all claims, demands, actions and judgments pertaining to the Tax Returns (and the taxes owed pursuant thereto or otherwise in respect of a Tax period (or portion thereof) ending on or before the Closing Date (in the case of indemnification of Seller) or a Tax period (or portion thereof) commencing after the Closing Date (in the case of indemnification of Buyer)) for which the indemnifying party is responsible hereunder. This Section 14.1(a) shall survive the Closing Date.

Seller’s Default. In the event that Seller shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled, as its sole and exclusive remedy, at law or in equity, to either # terminate this Agreement and receive refund of any Earnest Money made by Purchaser and any third-party out-of-pocket expenses incurred during the Due Diligence Period not to exceed $75,000, and neither party shall have any further right or obligation hereunder other than those obligations which survive termination; or # pursue the remedy of specific performance of Seller’s obligations under this Agreement.

Seller’s Remedies. Subject to Section 8.5(c), prior to Closing, Seller’s sole and exclusive remedy for any breach by Buyer of this Agreement is # to seek specific performance of Buyer’s obligations under this Agreement in accordance with Section 11.17 or # to terminate this Agreement in accordance with Section 8.4. Upon such termination, Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets to any Person without any restriction under this Agreement. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(a) shall be Seller’s sole and exclusive remedies for Buyer’s default or Seller’s termination of this Agreement, and Seller hereby expressly waive and release all other remedies.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect and Purchaser has failed to cure such breach and/or failure to Seller’s reasonable satisfaction within five (5) business days after receiving notice of such breach and/or failure, Seller shall be entitled, as its sole remedy (except as provided in Sections 4(h), 8(c) and 10(c) hereof), to terminate this Agreement and recover the Deposit as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. For the avoidance of doubt, the cure period set forth in the immediately preceding sentence shall not apply to Purchaser’s obligations to consummate Closing pursuant to the terms of this Agreement, and Seller shall not be required to send notice to Purchaser of such breach and/or failure before exercising its remedies hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and the Deposit is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Seller’s remedies shall be limited to those described in this Section 10(a) and Sections 4(h), 8(h), 10(c), and 10(d) hereof. If the Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement which survives Closing. In no event shall Purchaser’s direct or indirect partners, shareholders, owners or affiliates, any officer, director, employee or agent of the foregoing, or any affiliate or controlling person thereof have any liability for any claim, cause of action or other liability arising out of or relating to this Agreement or the Properties, whether based on contract, common law, statute, equity or otherwise.

Seller’s Affidavit. An owner’s affidavit in a form to be provided by the Title Agent (“Seller’s Affidavit”);