On Friday 4/23/2021 I provided the Sellers with a RR requesting a price adjustment for non-disclosed items found during inspections that the seller was or should have known about. The numbers presented were not firm. They were maximum consideration and I hoped/expected the Seller to Negotiate based on information presented.

From your perspective as an Attorney, the size and volume of the repair requests should not actually matter at this point. Based on the information below they may or may not matter in a court case. It seems like they will eventually matter, but are they required to file any claims related to the behavior below?

Email Delivering RR (omitted) || RR form (omitted) || RR supporting docs (omitted)

On Tuesday 4/28/2021 I received a declination to my RR and an NBP. We were told we had 48 hours to remove all contingencies from seller or the seller would cancel the transaction ( condition, financing, appraisal, etc) .

On Wednesday 4/29/2021 I replied with a notice a NSP requesting :

1. A fully signed SPQ with definitive yes/no answers to the two questions that were initially left blank related to water problems, flooding and mold which was had been trying to gain clarity on since receiving the incomplete disclosure document just after ratification.

2. A reason the home was left vacant and unlisted from November 2020 and March 20201 after all work done to prepare it for sale was completed between July 2020 and November 2020. This fact only came to light last Thursday. Prior to last Thursday we were lead to believe the work to prepare the home transpired over a 7 month period (and that was after we figured out the sellers hadn't vacated just prior to listing, which was the assumption we had when we ratified).

3. A request / demand for more time for the Financing and Appraisal release given the seller only provided us the Septic Report on 4/22/2021. - This report should have been available to us prior to ratification three weeks prior. Managerial assistance was required to obtain the copy on 4/22/2021.

On Wednesday evening, 4/29/2021 my transaction coordinator spoke with the Seller's Agent.

• The Sellers Agent felt no updated SPQ is required to be completed by Seller. He has indicated the information related to the unanswered items on the SPQ was provided in email correspondence and that should suffice.

• The Sellers Agent ignored item 2 (as far as I can tell from my dialogue with my TC at this time)

• The Sellers Agent feels they've done the work on the Septic that should satisfy the bank and thus he feels a release is due to his seller.

On Thursday, 4/29/2021, in the absence of retained legal counsel, which I started pursuing on Monday 4/27/2021, Holly and I feel our only "guaranteed" way to stay in this transaction and to block a quick transfer of the property to an unrepresented back-up buyer is to sign a release on all Contingencies by COB today. We are doing this under duress and the Seller will be provided a cover letter stating or suggesting our disagreement with the demand while acknowledging our compliance.

Regarding the Backup Buyer...

• The Seller's Agent indicated during the offer process there was a backup buyer.

• The Seller's Agent indicated after ratification the competitive bidder was an unrepresented buyer he assigned to another agent in his office for contract offer and transactional support to avoid acting on both sides of the transaction (I don't believe he could have worked both sides legally if he wanted to, but unsure of CA laws)

• The Seller's Agent indicated after ratification that the Backup Buyers loan application was being run in parallel with our inspections so if we ever felt we wanted out of the transaction we could do that without any guilt or penalty (Seller's Agent was constantly focused on our emotions and a desire to convey his transactional control as opposed to putting the attention on our buyer kick outs we had gained via the purchase agreement and as equitable title holders in the transaction)

This property is being purchased as a primary residence but it also has rental income and operating income that we find valuable.

• If this was not a unique property with unique features and value that could be easily found in the marketplace we would not be choosing this course of action.

We are willing to accept the defects and flaws we have identified this far with a hope / expectation of financial correction via legal action after the fact.

• Our plan as of now is to pursue legal action for financial correction after the transaction has completed.

• The basis for the claims would be negligence, conspiracy to commit fraud, fraud, coercion and whatever else may apply.

• We'll rely on advice of litigation attorneys to make a final decision on the pursuit for correction.

1. Do you see any civil or criminal claims here?

2. If so, what are the violations and who are they against?

   1. What are the potential fines or jail time or the Seller and/or Seller's Agent?

   2. What are the potential dollar amounts that could be awarded to the Buyers, if any?

3. If not or unsure, what additional facts are required to determine if a claim exists related on any matters above that can be filed?

   1. Is the nature of the RR request items relevant?

   2. How might the RR request affect any potential claims here?