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docuSign Envelope@�V 60s2tqS9Wg?)43cM W f'f_3 Piled 03/20/23 Page 4 of 5 Page ID #:164
<br /> Seller,the Inspection Period, the Escrow, the Deposit,the Independent Consideration,the
<br /> Amendments, the Extensions,the Extension Fees,the Released Funds,the Project-
<br /> Related Costs,the Ordinances, or the CUP Requirement(collectively,the "Assigned
<br /> Claims"). The Assigned Claims are being assigned to Assignee"as-is"without
<br /> representation or warranty.
<br /> 3. Assignee's Discretion. Assignee, in its own name and for its own benefit,
<br /> shall be entitled to prosecute, collect, settle, compromise, dismiss,release, abandon, or
<br /> otherwise discharge any or all of the Assigned Claims in any manner as Assignee in its
<br /> sole discretion deems advisable. Assignee's discretion shall include the decision of
<br /> whether or not to file the Action,whether or not to settle the Action at any time,
<br /> including following the entry of judgment, and whether or not to collect any amount
<br /> awarded in the Action. Assignee agrees that it shall indemnify,protect and hold Assignor
<br /> harmless for any out-of-pocket, discovery-related or trial-related attorney's fees or costs
<br /> incurred by Assignor in connection with the Action.
<br /> 3. Recovery. In the event that SOS obtains any monetary recovery in the
<br /> Action (the "Recovery"),the first of the Recovery funds shall be distributed to reimburse
<br /> SOS and Turner for any actual attorney's fees and costs incurred in connection with the
<br /> Action. In the event the Recovery is not sufficient to fully reimburse both SOS and
<br /> Turner's actual attorney's fees and costs,the Recovery shall be divided between the
<br /> Parties on a pro rata basis, based on the percentage of the total amount of attorney's fees
<br /> and costs that each Party incurred. In the event there are any remaining Recovery funds
<br /> after reimbursement of the Parties' actual attorney's fees and costs,the Recovery shall be
<br /> used to satisfy any obligations for cost reimbursement under the Term Sheet that have not
<br /> been satisfied as of the date of the Recovery(but for the avoidance of doubt, nothing in
<br /> this Agreement shall modify any obligations under the Terra. Sheet). Thereafter, SOS
<br /> shall receive a litigation bonus from the Recovery consisting of twenty-five percent
<br /> (25%) of the total remaining Recovery (net of the Parties' attorney's fees and costs and
<br /> unsatisfied Term Sheet obligations), to compensate SOS for taking on the risk and cost of
<br /> pursuing the Action. In the event there are any Recovery funds remaining after payment
<br /> of the litigation bonus to SOS,those funds will be divided equally between SOS and
<br /> Turner.
<br /> 4. Refresentations and Warranties. Each of the Parties represents to the
<br /> other that: (a) such Party has the sole legal power, right and authority to enter into this
<br /> Agreement; (b) all requisite corporate action has been taken by such Party in connection
<br /> with entering into this Agreement; (c)no additional consent of any individual, officer,
<br /> director, shareholder,partner, member,manager,trustee, trustor, beneficiary, creditor,
<br /> investor,judicial or administrative body, governmental authority or other Party shall be
<br /> required for such party to consummate the transaction contemplated by this Agreement;
<br /> and (d)the individuals executing this Agreement on behalf of such Party have the legal
<br /> power,right and actual authority to bind such Party to the terms and conditions hereof.
<br /> 5. Counterparts. This Agreement may be executed electronically and any
<br /> number of counterparts and shall constitute an agreement binding on both Parties,
<br /> notwithstanding that both Parties are not signatories to the original or the same
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