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DocuSign Envelope ID:D7761FC7-8300.409C-910D.CEF50900F346 avoidance of doubt,not the Additional Earnest Money Deposit which has been paid to Seller)),and thereafter Purchaser and Seller shall be released of all duties and obligations hereunder except for those which expressly survive the termination of this Contract or(ii) waive such objections and proceed to Closing in accordance with the terms of this Contract with no reduction in the Purchase Price. 9. Damage or Condemnation. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing and risk of loss to the Property due to any other cause remain with Seller until Closing. Seller agrees not to commit or permit waste upon the Property,and Seller represents that the Property shall remain in substantially the same condition as it is now. In addition Seller will not cause or permit any trees or shrubbery to be cut on the Property without the prior written consent of Purchaser or its assigns, except to the extent required by governmental authorities. If,prior to Closing,the Property is not in substantially the same condition as it is now,or all or a material part of the Property is destroyed,damaged or subjected to a bona fide threat of condemnation,expropriation or other proceeding,not the result of Purchaser's intended use or development of the Property, Purchaser may elect to (i) cancel this Contract, in which event all parties shall be relieved and released of and from any further duties, obligations,right or liabilities hereunder except for those which expressly survive the termination of this Contract, and the Earnest Money Deposit(but,for the avoidance of doubt,not the Additional Earnest Money Deposit which has been paid to Seller) shall be returned to Purchaser or (ii) Purchaser may declare this Contract to remain in full force and effect, and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation,shall be effected,and at Closing,Seller shall assign,transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage. For the purposes of this paragraph,a"material"part of the Property is(a)for a casualty,damage that Seller reasonably estimates to exceed $100,000 to restore and (b) for a condemnation, 25% of total combined acreage of the Property. 10. Default Provisions. If the sale and purchase of the Property contemplated by this Contract is not consummated because of Purchaser's default hereunder,the Escrow Agent shall give Purchaser five(5)days prior written notice and then pay over the Earnest Money to Seller as Seller's sole and exclusive remedy hereunder for such default of Purchaser;the parties hereto acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser's default. Seller'siretention of the Earnest Money is intended not as a penalty but as full liquidated damages. The right to receive and retain the Earnest Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default in Closing the purchase of tie Property hereunder by Purchaser. In the event Seller shall default hereunder and such default Is not cured within ten(10)business days of Seller's receipt of notice of such default from Purchaser,Purchaser, as its sole remedy,may either elect to(i)terminate this Contract and receive a return of the Earnest Money, (ii) seek specific performance of Seller's obligation to convey title to the Property to Purchaser in accordance herewith,provided any action for specific performance is filed within sixty (60)days of Seller's alleged default,or(iii)permanently waive the default and close the transaction contemplated by this Contract and acquire the Property"as is". Nothing herein shall limit either party's indemnification obligations set forth anywhere in this Contract. 11. Broker. At Closing, Seller shall pay 6% of the gross sales price ("Broker Commission") to Cushman & Wakefield, who will be representing the Seller. Cushman & Wakefield will share of portion of the Broker Commission with NAI Piedmont Triad,who will be representing the Purchaser,pgrsuant to a separate agreement between Cushman&Wakefiield and NAI Piedmont Triad.Purchaser and Seller hereby represent that no other broker has been contacted in connection with or otherwise involved in the transaction contemplated by this Contract, and Purchaser and Seller hereby indemnify each other against, and agree to hold each otherharmless from,any liability or claim (andiall expenses, including attorneys'fees,incurred in defending any 5 PPAB 6064213v5.doc