5A3 Purchase Agreement for 2018-2020 S. Main St. (KCG Companies) - Signed

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Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Any other closing costs not specifically designated as the responsibility of either party in this Agreement shall be paid by Buyer. 9.BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS; CHANGE OF INTENDED USE. A.Property Redevelopment; Proof of Investment. Provided Closing occurs, within ten (10) months after the Closing Date, Buyer will commence construction and redevelopment of the Property for the Intended Use and will provide Seller with such commencement date (the “Construction Commencement Date”). Buyer will expend an amount (including hard and soft costs) of not less than Fourteen Million Dollars ($14,000,000.00) to complete the Property Improvements to redevelop the Property for the Intended Use. Promptly upon completing the Property Improvements, Buyer will submit to Seller records proving the above required expenditures and will provide to Seller copies of the certificate(s) of occupancy for the Property Improvements. Buyer shall permit Seller to perform reviews and monitor the progress of the construction of the Property Improvements. The parties expect the Property Improvements to be completed within thirty (30) months of the Construction Commencement Date (the “Completion Date”). If the Property Improvements have not been completed by the Completion Date, the Buyer shall be in default under this Agreement. B.Certificate of Completion. Promptly after Buyer completes the Property Improvements and proves the same to Seller’s reasonable satisfaction in accordance with the terms of Section 9(A) above, upon Buyer’s request, Seller will issue to Buyer a certificate acknowledging such completion (the “Certificate of Completion”). Seller and Buyer agree to record the Certificate of Completion immedia tely upon issuance, and the Buyer will pay the costs of recordation. C.Change of Intended Use. Buyer covenants and agrees that neither Buyer nor any of Buyer’s successors or assigns will change its use of the Property from the Intended Use of the Property defined above without obtaining Seller’s prior consent to such change in writing. 10.DEFAULT. A.If Seller defaults under this Agreement, Buyer shall have any and all remedies available to it under this Agreement and otherwise at law or in equity including, without limitation: (i) the right of specific performance; (ii) the right to terminate this Agreement at any time after such default by delivering written notice of termination to Seller; and/or (iii) the right to sue for damages, provided, however, that in no event shall Seller be liable for more than One Thousand Dollars ($1,000.00) in damages. In the event of any such termination, all Earnest Money shall be immediately returned to Buyer. All of Buyer's remedies shall be cumulative and not exclusive. B.If Buyer defaults under this Agreement, Seller shall have the right to re- enter and take possession of the Property and to terminate and revest in Seller the estate