Common use of Buyer Default Clause in Contracts

Buyer Default. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).

Buyer Default. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE If, (i) on the Closing Date, all conditions precedent to Buyer’s obligation to close have been satisfied or waived and Buyer fails to deliver the Purchase Price, or (ii) on or before the Closing Date, Buyer is in default of any of its other material obligations hereunder, or any of Buyer’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect due to Buyer’s intentional act in violation of this Agreement and in each case such circumstance described in this clause (ii) continues for five (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTBusiness Days after written notice (which written notice shall describe such default with reasonable specificity) from Seller (each, SELLER MAY DECLARE a “Buyer Default”), then in each of (i) and (ii), Seller may elect, as it sole and exclusive remedy under this Agreement, to terminate this Agreement upon which the Deposit (less the Independent Consideration) shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder, except for obligations which expressly survive the termination of this Agreement. IF THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATEDESCROW IS TERMINATED SOLELY AS A RESULT OF BUYER’S DEFAULT PURSUANT TO THE TERMS OF THIS SECTION 11.2, IN WHICH CASE SELLER SHALL HAVE THE RIGHT TO RETAIN THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST REMEDY, EXCEPT THIS SECTION SHALL NOT LIMIT SELLER’S CLAIMS FOR: (1) ATTORNEYS’ FEES UNDER SECTION 33 OF THIS AGREEMENT, (2) SELLER’S CLAIMS PURSUANT TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT, AT LAW OR IN EQUITY, IN (3) REIMBURSEMENT OF THE EVENT DUE DILIGENCE COSTS PURSUANT TO SECTION 7.7 ABOVE. THE SALE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY ACCORDING TO THIS AGREEMENT AND THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT CONSUMMATED SOLELY BECAUSE INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIESANY APPLICABLE STATUTE OR LAW, EXCEPT ANY WHICH SURVIVE TERMINATION. INCLUDING CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT ACCORDING TO CALIFORNIA CIVIL CODE SECTIONS 16801671, 33841676 AND 1677. BY INITIALING THIS SECTION IMMEDIATELY BELOW, 3387 OR 3389, OR OTHERWISE).SELLER AND BUYER ACKNOWLEDGE THEIR APPROVAL OF THIS LIQUIDATED DAMAGES PROVISION. /s/ NB /s/ AR Buyer’s Initials Seller’s Initials

Buyer Default. IN THE EVENT THE SALE IF BUYER SHALL BREACH ANY OF THE PROPERTY TERMS OR PROVISIONS OF THIS AGREEMENT, AND SUCH BREACH IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND CURED WITHIN FIVE (5) BUSINESS DAYS THEREAFTER DURING WHICH PERIOD AFTER RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER, OR IF BUYER MAY CURE SEEKS RELIEF UNDER BANKRUPTCY OR INSOLVENCY LAWS OF THE DEFAULTUNITED STATES, SELLER MAY DECLARE CAUSE BUILDER TO STOP THE SCOPE OF WORK UNTIL SUCH BREACH HAS BEEN CURED AND MAY TERMINATE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE RETAIN THE DEPOSIT SHALL AND ANY OTHER FUNDS RECEIVED FROM BUYER OR BUYER’S LENDER AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS AGREEMENT AND PERFORMING ALL OTHER ACTIONS UNDER THIS AGREEMENT, AND NOT AS A PENALTY. BUYER AND SELLER ACKNOWLEDGE THAT IT WOULD BE PAID IMPRACTICAL TO AND RETAINED ASCERTAIN THE AMOUNT OF DAMAGES SUFFERED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE IF BUYER DEFAULTS AND THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ AND SUCH OTHER FUNDS ARE A REASONABLE GOOD FAITH ESTIMATE OF SELLER’S THE DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)SUFFER UNDER THE CIRCUMSTANCES.

Buyer Default. IF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF BUYER’S DEFAULT OF ANY MATERIAL OBLIGATION TO BE PERFORMED BY THE BUYER AT THE CLOSING UNDER THIS AGREEMENT, AND SELLER IS NOT THEN IN THE EVENT THE SALE DEFAULT HEREUNDER, THEN, AS ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), SELLER MAY ELECT TO TERMINATE THIS AGREEMENT AND RECEIVE PAYMENT OF THE PROPERTY XXXXXXX MONEY FROM ESCROW AGENT, SUBJECT TO THE SURVIVING OBLIGATIONS; PROVIDED, HOWEVER, IF THE SELLER IS THEN IN MATERIAL BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT CONSUMMATED SOLELY BECAUSE BE ENTITLED TO PAYMENT OF A DEFAULT THE XXXXXXX MONEY, AND THE XXXXXXX MONEY SHALL BE RETURNED TO THE BUYER. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE ASSETS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. EACH PARTY AGREES THE PART ACCURACY OF BUYER FOLLOWING NOTICE TO BUYER THE STATEMENTS MADE ABOVE AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT AND WAS MADE. THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY DAMAGES IS NOT CONSUMMATED SOLELY BECAUSE OF INTENDED AS A DEFAULT BY BUYERFORFEITURE OR PENALTY, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE BUT IS INTENDED TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF CONSTITUTE LIQUIDATED DAMAGES TO SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).

Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER SHALL RETAIN THE DEPOSIT AS FULL, AGREED AND LIQUIDATED DAMAGES, AND SELLER’S RETENTION OF THE DEPOSIT IS SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH BUYER DEFAULT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYERBUYER IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER’S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFOREASCERTAIN, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES SUCH DAMAGES, AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, THAT SUCH AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT LAW OR IN EQUITY, THE TIME THIS AGREEMENT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE EVENT NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION, AND WILL INCUR DAMAGES BY WITHDRAWING THE PROPERTY FROM THE OPEN MARKET; (2) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT MAY BE INCURRED BY SELLER IF THE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER COMPLETED; AND (3) SELLER IS ENTERING INTO THIS AGREEMENT ON WITH BUYER IN RELIANCE UPON BUYER’S COMMITMENT TO PURCHASE THE PARTY PROPERTY FROM SELLER. THE PAYMENT OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ALL FURTHER OBLIGATIONS AND LIABILITIESCALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, EXCEPT ANY WHICH SURVIVE TERMINATION. BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 16801671, 33841676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 8.2, 3387 THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHALL NOT BE DEEMED OR 3389CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNITY, RESTORATION OR OTHERWISE).CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: BUYER’S INITIALS: _

Buyer Default. IF BUYER DEFAULTS IN (i) ITS OBLIGATIONS TO DELIVER THE EVENT THE SALE BALANCE OF THE PURCHASE PRICE AND OTHER AMOUNTS DUE FROM BUYER AND ACQUIRE THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE AT CLOSING OR (ii) THE PERFORMANCE OF A DEFAULT ANY OF ITS OTHER MATERIAL OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART (IT BEING UNDERSTOOD THAT BUYER’S OBLIGATIONS SET FORTH IN SECTION 1(f) ARE DEEMED MATERIAL) AND SUCH DEFAULT SET FORTH IN THIS SUBCLAUSE (ii) REMAINS UNCURED FOR A PERIOD OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE FIFTEEN (515) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE FOLLOWING WRITTEN NOTICE THEREOF FROM SELLER TO BUYER, THEN (I) SELLER SHALL HAVE THE DEFAULTRIGHT TO TERMINATE THIS AGREEMENT, (II) SUBJECT TO THE TERMS, CONDITIONS AND PROCEDURES OF THE ESCROW AGREEMENT, SELLER MAY DECLARE THIS AGREEMENT SHALL HAVE THE RIGHT TO IMMEDIATELY RECEIVE THE DEPOSIT (INCLUDING THE NON-REFUNDABLE DEPOSIT), AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS DEEMED LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS AND NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYERPENALTY, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY SELLER’S RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES) FOR BUYER’S DEFAULT, WHICH SUMS SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BECAUSE OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, (III) BUYER SHALL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ESCROW CHARGES. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER MAY HAVE PURSUANT WOULD SUSTAIN IF BUYER DEFAULTS HEREUNDER. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE PROPERTY IS UNIQUE. GIVEN THE FOREGOING FACTS, AMONG OTHERS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE PAID IN THE EVENT OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, DESPITE ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR CONTAINED IN THIS AGREEMENT IMPLYING ANY CONTRARY INTENT. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1680LIMIT BUYER’S LIABILITY TO SELLER FOR (AND SUCH LIQUIDATED DAMAGES SHALL NOT APPLY TO) DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, 3384FOR ATTORNEY FEES AND COSTS PROVIDED IN SECTION 28(a) HEREOF, 3387 OR 3389AND FOR THE ESCROW CHARGES AS PROVIDED IN THIS SECTION 14(a), OR OTHERWISE).SUCH OBLIGATIONS TO SURVIVE THE TERMINATION OF THIS AGREEMENT. WE ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION: /s/ MS /s/ DS Seller’s Initials Buyer’s Initials

Buyer Default. IN THE EVENT THE SALE OF THE PROPERTY A MATERIAL DEFAULT BY BUYER HEREUNDER WHICH IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND CURED WITHIN FIVE (5) BUSINESS DAYS THEREAFTER DURING AFTER NOTICE OF SUCH DEFAULT IS DELIVERED TO BUYER (OR SUCH LONGER PERIOD OF TIME AS IS REASONABLE UNDER THE CIRCUMSTANCES PROVIDED BUYER HAS COMMENCED AND IS DILIGENTLY PURSING THE CURE OF SUCH DEFAULT), IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT TO ESTIMATE THE DAMAGE AND HARM WHICH PERIOD BUYER MAY CURE SELLER WOULD SUFFER, AND BECAUSE A REASONABLE ESTIMATE OF THE DEFAULTTOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S FAILURE TO DULY COMPLETE THE ACQUISITION HEREUNDER IS THE AMOUNT OF THE DEPOSIT, SELLER MAY DECLARE SHALL IN SUCH EVENT, AND PROVIDED THAT SELLER SHALL HAVE SATISFIED ALL OF ITS OBLIGATIONS AND CONDITIONS FOR CLOSING, BE ENTITLED TO TERMINATE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE RECEIVE AND RETAIN THE DEPOSIT SHALL BE PAID TO AS AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS FOR SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES ARISING FROM BUYER’S FAILURE TO COMPLETE THE ACQUISITION IN ACCORDANCE WITH THE TERMS HEREOF, AND SELLER SHALL HAVE NO FURTHER RECOURSE OR RELIEF REMEDY AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, FOR ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)BREACH BY BUYER HEREUNDER.

Buyer Default. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (1) THE DAMAGES SELLER WOULD BE ENTITLED TO IN A COURT OF LAW WILL BE BASED IN PART ON THE EVENT DIFFERENCE BETWEEN THE SALE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSING AND A PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS AGREEMENT; (2) PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (3) IT IS NOT CONSUMMATED SOLELY BECAUSE IMPOSSIBLE TO PREDICT AS OF A DEFAULT UNDER THE DATE ON WHICH THIS AGREEMENT OR IS MADE THE OTHER PROPERTY PURCHASE AGREEMENT ON EXTENT TO WHICH THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE VALUE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE WILL INCREASE AS OF THE DATE SET FOR THE CLOSING. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT AS AFORESAID. BUYER AND SELLER WISH TO AVOID THE COST AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE LAWSUIT TO DETERMINECOLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOWIF ESCROW FAILS TO CLOSE DUE TO A BUYER DEFAULT AS DESCRIBED ABOVE, THE PARTIES ACKNOWLEDGE THAT SUM THEN REPRESENTED BY THE DEPOSIT HAS BEEN AGREED UPON(WHETHER THEN HELD BY ESCROW HOLDER, AFTER NEGOTIATION, AS THE PARTIES’ SELLER OR BOTH) SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF APPLICABLE LAW, AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE FAILURE TO CLOSE ESCROW RESULTING FROM A BUYERS DEFAULT SHALL BE LIMITED TO SUCH AMOUNTS AND SELLER SHALL HAVE NO RIGHT TO AN ACTION FOR EITHER ADDITIONAL DAMAGES OR FOR SPECIFIC PERFORMANCE OF A DEFAULT UNDER ANY PROVISIONS OF THIS AGREEMENT ON AGREEMENT. IN CONSIDERATION OF THE PARTY PAYMENT OF BUYER AND EACH PARTY SHALL THEREUPON SUCH LIQUIDATED DAMAGES, SELLER WILL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, INCLUDING ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE APPLICABLE LAW. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED HEREIN AND AGREE THAT SUCH SUM IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE PAYMENT OF LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE FOREGOING SHALL NOT RELEASE BUYER OF ITS INDEMNITY OBLIGATION SET FORTH IN SECTIONS 16805.3 AND 10, 3384, 3387 OR 3389, OR OTHERWISE).BUYER’S OBLIGATION TO PAY ITS SHARE OF ESCROW CANCELLATION FEES IN ACCORDANCE WITH THE PROVISIONS HEREIN. SELLER’S INITIALS: /s/ PB BUYER’S INITIALS: /s/ JH

Buyer Default. a. THIS AGREEMENT MAY BE TERMINATED BY THE SELLERS (I) ON THE CLOSING DATE IF ANY OF THE CONDITIONS PRECEDENT TO THE SELLERS' OBLIGATIONS SET FORTH IN SECTION 5.1 (SUBJECT TO THE TERMS OF SECTION 5.1(B)) HAVE NOT BEEN SATISFIED AS OF THE CLOSING DATE OR WAIVED BY THE SELLERS ON OR PRIOR TO THE CLOSING DATE OR (II) PRIOR TO OR ON THE CLOSING DATE IF THERE IS A MATERIAL BREACH OR DEFAULT BY THE BUYER IN THE PERFORMANCE OF ANY OF THE FOLLOWING OBLIGATIONS UNDER THIS AGREEMENT: (X) THE OBLIGATION TO PAY AT CLOSING THE PURCHASE PRICE AS ADJUSTED PURSUANT TO THIS AGREEMENT; (Y) THE OBLIGATIONS SET FORTH IN SECTION 4.2 OR (Z) THE OBLIGATIONS SET FORTH IN SECTION 6.1 HEREOF. b. IN THE EVENT THIS AGREEMENT IS TERMINATED BY THE SELLERS PURSUANT TO CLAUSE (I) OF SUBSECTION 13.1(A), THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS AGAINST OR TO THE OTHER EXCEPT (I) THE ESCROW AGENT SHALL DISBURSE THE XXXXXXX MONEY TO THE BUYER AND (II) FOR THOSE PROVISIONS OF THIS AGREEMENT WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. c. IN THE EVENT THE SALE SELLERS TERMINATE THIS AGREEMENT PURSUANT TO CLAUSE (II) OF SUBSECTION 13.1(A) AS A RESULT OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE BREACH BY THE BUYER OF A DEFAULT ANY OBLIGATIONS SET FORTH IN SUBSECTION 13.1(A)(II), THE ESCROW AGENT SHALL DISBURSE THE XXXXXXX MONEY TO THE SELLERS, AND UPON SUCH DISBURSEMENT THE SELLERS AND THE BUYER SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT OR AGREEMENT, EXCEPT THOSE WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTSELLERS HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY THE SELLERS AS A RESULT OF SUCH DEFAULT BY THE BUYER, SELLER MAY DECLARE THIS AGREEMENT AND AGREE THAT THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESXXXXXXX MONEY IS A REASONABLE APPROXIMATION THEREOF. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGESACCORDINGLY, IN THE EVENT THAT THE SALE BUYER BREACHES THIS AGREEMENT BY DEFAULTING ON THE OBLIGATIONS SPECIFIED IN SUBSECTION 13.1(A)(II) ABOVE, THE XXXXXXX MONEY THEN HELD BY ESCROW AGENT SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT SELLERS, AND SHALL BE PAID BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE THE ESCROW AGENT TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, SELLERS AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SELLERS' SOLE AND EXCLUSIVE REMEDY AGAINST HEREUNDER; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT THE BUYER, AT LAW OR IN EQUITY, IN 'S OBLIGATION TO PAY TO THE EVENT THE SALE SELLERS ALL ATTORNEYS' FEES AND COSTS OF THE PROPERTY SELLERS TO ENFORCE THE PROVISIONS OF THIS SECTION 13.1 OR LIMIT THE BUYER'S INDEMNIFICATION OBLIGATIONS OWED TO THE SELLERS PURSUANT TO THIS AGREEMENT WHICH SURVIVE A TERMINATION OF THIS AGREEMENT. THE PAYMENT OF THE XXXXXXX MONEY AS LIQUIDATED DAMAGES IS NOT CONSUMMATED SOLELY BECAUSE INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF A DEFAULT UNDER THIS AGREEMENT ON CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, OR ANY SIMILAR PROVISION, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 16801671, 3384, 3387 OR 3389, OR OTHERWISE).1676 AND 1677. ___/s/ G.A.___________ ___/s/ W.J. T._______

Buyer Default. (a) This Agreement may be terminated by Seller prior to the Closing if (i) any of the conditions precedent to Seller’s obligations set forth in Section 5.1 have not been satisfied or waived by Seller on or prior to the Closing Date or (ii) there is a material breach or default by Buyer in the performance of any of its obligations under this Agreement. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in Section 13.1(c). (c) If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (i) this Agreement shall terminate; (ii) the Xxxxxxx Money shall be paid to and retained by Seller as liquidated damages; and (iii) except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Buyer shall have no further obligations to each other. BUYER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE SALE AMOUNT OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE XXXXXXX MONEY REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL DAMAGES THAT WOULD BE PAID TO AND RETAINED SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS LIQUIDATED DAMAGESOF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGESTHEREFORE, IN THE EVENT THAT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE CONTEMPLATED HEREBY SHALL FAIL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF BUYER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE XXXXXXX MONEY AS LIQUIDATED DAMAGES AND AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY . (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)d) This Section 13.1 is intended only to liquidate and limit Seller’s right to damages arising due to Buyer’s failure to purchase the Assets in accordance with the terms of this Agreement and shall not limit the Buyer’s Surviving Obligations.

Buyer Default. IN Notwithstanding anything to the contrary contained in this Agreement, if (a) Buyer has not terminated this Agreement prior to the expiration of the Contingency Period; (b) the sale of the Property to Buyer is not consummated due to Buyer's failure to perform any act required of Buyer hereunder, and (c) all of the conditions precedent to Buyer's obligation to close have been satisfied or waived by Buyer, then Seller shall execute and deliver to Buyer written notice of such breach, which notice shall set forth complete information about the nature of the breach. Buyer shall have a period of three (3) business days to cure such breach. If such breach remains uncured beyond the three (3) business day period described above, then, as Seller's sole and exclusive remedy, in lieu of all other legal or equitable remedies, Seller shall not be obligated to sell and convey the Property to Buyer and Seller shall be entitled to retain the Earnxxx Xxxey Deposit and interest earned thereon (net of investment charges) as Seller's liquidated damages. THE EVENT PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE SALE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY IS PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT CONSUMMATED SOLELY BECAUSE AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 5.2 OR SECTION 12.2 OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART SELLER'S RIGHTS UNDER SECTION 16.8 OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESAGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPONPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, AFTER NEGOTIATION, AS BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE VALIDITY OF THE PROPERTY IS LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT LIMITED TO, THAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)WAS MADE.

Buyer Default. IN THE EVENT IF THE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER BY BUYER IN ITS OBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AFTER SELLER HAS PERFORMED OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART TENDERED PERFORMANCE OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE ALL OF ITS MATERIAL OBLIGATIONS IN ACCORDANCE WITH THIS AGREEMENT, THEN: (5A) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE SHALL TERMINATE; (B) THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES; AND (C) SELLER AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS TO EACH OTHER EXCEPT THOSE WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT. BUYER AND SELLER ACKNOWLEDGE THAT THE PARTIES HAVE AGREED DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT PLUS INTEREST REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGESRIGHT TO RETAIN THE DEPOSIT TOGETHER WITH ANY INTEREST AND EARNINGS EARNED THEREON SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN THE EVENT THE SALE OF EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE IN ACCORDANCE WITH THE TERMS OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE THIS AGREEMENT. SELLER HEREBY WAIVES ANY RIGHT TO DETERMINEAN ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOWHERE: SELLER—, BUYER—, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AGREE TO BUYER DEFAULT PROVISIONS AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)SET FORTH ABOVE.

Buyer Default. IF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF BUYER’S DEFAULT OF ANY MATERIAL OBLIGATION TO BE PERFORMED BY THE BUYER AT THE CLOSING UNDER THIS AGREEMENT, AND SELLER IS NOT THEN IN THE EVENT THE SALE DEFAULT HEREUNDER, THEN, AS ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), SELLER MAY ELECT TO TERMINATE THIS AGREEMENT AND RECEIVE PAYMENT OF THE PROPERTY XXXXXXX MONEY FROM ESCROW AGENT, SUBJECT TO THE SURVIVING OBLIGATIONS. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE ASSETS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS NOT CONSUMMATED SOLELY BECAUSE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF A DEFAULT DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. EACH PARTY AGREES THE PART ACCURACY OF BUYER FOLLOWING NOTICE TO BUYER THE STATEMENTS MADE ABOVE AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT AND WAS MADE. THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY DAMAGES IS NOT CONSUMMATED SOLELY BECAUSE OF INTENDED AS A DEFAULT BY BUYERFORFEITURE OR PENALTY, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE BUT IS INTENDED TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF CONSTITUTE LIQUIDATED DAMAGES TO SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).

Buyer Default. IN THE EVENT IF THE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER BY BUYER IN ITS OBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART AFTER BUYER HAS FAILED TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS OF BUYER FOLLOWING RECEIVING WRITTEN NOTICE OF THE SAME EXCEPT BUYER’S OBLIGATION TO BUYER CLOSE, AS TO WHICH THERE IS NO NOTICE AND FIVE CURE PERIOD, AND SELLER HAS PERFORMED OR TENDERED PERFORMANCE OF ALL OF ITS MATERIAL OBLIGATIONS IN ACCORDANCE WITH THIS AGREEMENT, THEN: (5A) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE SHALL TERMINATE; (B) THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES; AND (C) SELLER AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS TO EACH OTHER EXCEPT THOSE WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT. BUYER AND SELLER ACKNOWLEDGE THAT THE PARTIES HAVE AGREED DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT PLUS INTEREST REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGESRIGHT TO RETAIN THE DEPOSIT TOGETHER WITH ANY INTEREST AND EARNINGS EARNED THEREON SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN THE EVENT THE SALE OF EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE IN ACCORDANCE WITH THE TERMS OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE THIS AGREEMENT. SELLER HEREBY WAIVES ANY RIGHT TO DETERMINEAN ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOWHERE: SELLER—, BUYER—, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AGREE TO BUYER DEFAULT PROVISIONS AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)SET FORTH ABOVE.

Buyer Default. IN THE EVENT IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT CONTRACT ON THE PART OF BUYER FOLLOWING NOTICE TO THE BUYER, BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED AGREE THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE AND IMPRACTICAL TO DETERMINEDETERMINE THE AMOUNT AND EXTENT OF DETRIMENT TO SELLER. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE BUYER AND SELLER THEREFORE AGREE THAT THE BUYER’S DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ PLUS ACCRUED INTEREST THEREON IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND THAT SELLER SHALL BE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYERREMEDY, EITHER AT LAW OR IN EQUITY, AS A RESULT OF SUCH DEFAULT. IN SUCH EVENT, THE EVENT SELLER SHALL RETAIN THE SALE DEPOSIT. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF SECTION, BUYER AND EACH PARTY SELLER HAVE SEPARATELY INITIALED THIS SECTION. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8.2 SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT LIMIT ANY WHICH SURVIVE TERMINATION. RECOVERY BY SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES UNDER ANY INDEMNITIES MADE BY BUYER HEREIN OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY SELLER’S RIGHTS TO SPECIFIC PERFORMANCE THAT ANY ATTORNEYS’ FEES OR COSTS RECOVERABLE BY SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).HEREUNDER. SELLER’S INITIALS: _____ BUYER’S INITIALS: ______

Buyer Default. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT OR (INCLUDING A DEFAULT UNDER SECTION 3.1.1), SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE OTHER PROPERTY PURCHASE AGREEMENT FOLLOWING REASONS: (1) THE DAMAGES SELLER WOULD BE ENTITLED TO IN A COURT OF LAW WILL BE BASED IN PART ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE DIFFERENCE BETWEEN THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSING AND A PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS AGREEMENT; (2) PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (3) IT IS NOT CONSUMMATED SOLELY BECAUSE IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE THE EXTENT TO WHICH THE VALUE OF THE PROPERTY WILL INCREASE AS OF THE DATE SET FOR THE CLOSING. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT AS AFORESAID. BUYER AND SELLER WISH TO AVOID THE COST AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE LAWSUIT TO DETERMINECOLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOWIF ESCROW FAILS TO CLOSE DUE TO A BUYER DEFAULT AS DESCRIBED ABOVE, THE PARTIES ACKNOWLEDGE THAT SUM THEN REPRESENTED BY THE DEPOSIT HAS BEEN AGREED UPON(WHETHER THEN HELD BY ESCROW HOLDER, AFTER NEGOTIATION, AS THE PARTIES’ SELLER OR BOTH) SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE, AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE FAILURE TO CLOSE ESCROW RESULTING FROM A BUYERS DEFAULT SHALL BE LIMITED TO SUCH AMOUNTS AND SELLER SHALL HAVE NO RIGHT TO AN ACTION FOR SPECIFIC PERFORMANCE OF A DEFAULT UNDER ANY PROVISIONS OF THIS AGREEMENT ON AGREEMENT. IN CONSIDERATION OF THE PARTY PAYMENT OF BUYER AND EACH PARTY SHALL THEREUPON SUCH LIQUIDATED DAMAGES, SELLER WILL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, INCLUDING ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE CODE. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED HEREIN AND AGREE THAT SUCH SUM IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE PAYMENT OF LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE FOREGOING SHALL NOT RELEASE BUYER OF ITS INDEMNITY OBLIGATION SET FORTH IN SECTIONS 16805.3 AND 10, 3384BUYER’S OBLIGATION TO PAY ITS SHARE OF ESCROW CANCELLATION FEES IN ACCORDANCE WITH THE PROVISIONS HEREIN OR, 3387 OR 3389, OR OTHERWISE).IF NECESSARY FOR ATTORNEYS’ FEES TO ENFORCE THIS PROVISION. SELLER’S INITIALS: /s/ CMC BUYER’S INITIALS: /s/ WSR

Buyer Default. IN THE EVENT THE SALE IF BUYER SHALL FAIL TO PERFORM ANY OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART AGREEMENTS IN ANY MATERIAL RESPECT, PRIOR TO CLOSING, AND BUYER FAILS TO CURE SUCH BREACH WITHIN TEN (10) BUSINESS DAYS AFTER BUYER’S RECEIPT OF BUYER FOLLOWING WRITTEN NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE FROM SELLER SPECIFYING SUCH DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THEN THE DEPOSIT SHALL BE PAID TO SELLER BY THE ESCROWEE IN ACCORDANCE WITH THE DEPOSIT ESCROW AGREEMENT, AS LIQUIDATED DAMAGES AND RETAINED BY NOT AS A PENALTY. THE RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF BUYER’S DEFAULT AT OR PRIOR TO THE CLOSING DATE, AND SELLER IN SUCH EVENT HEREBY WAIVES ANY RIGHT, UNLESS CLOSING IS COMPLETED, TO RECOVER THE BALANCE OF THE PURCHASE PRICE. SELLER AND BUYER AGREE THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN AS OF THE DATE OF THIS AGREEMENT AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. UPON PAYMENT OF THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES, THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENT SHALL (EXCEPT AS HEREIN OR THEREIN OTHERWISE EXPRESSLY PROVIDED) BE AND BECOME NULL AND VOID. THE PARTIES HAVE AGREED THAT NOTHING CONTAINED IN THIS SECTION 16(a) SHALL BE DEEMED TO LIMIT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE RIGHTS AGAINST BUYER BY REASON OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE INDEMNITY OBLIGATIONS OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE BUYER TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR SELLER SET FORTH IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON WHICH EXPRESSLY SURVIVE THE PARTY TERMINATION OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)THIS AGREEMENT.

Buyer Default. IN THE EVENT THE SALE IF ALL OF THE PROPERTY CONDITIONS TO CLOSING CONTAINED IN SECTION 7.2 HAVE BEEN SATISFIED AND BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE HEREUNDER, AND SELLER IS NOT CONSUMMATED SOLELY BECAUSE OF A OTHERWISE IN DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTHEREUNDER, SELLER MAY DECLARE THIS AGREEMENT AND SHALL BE ENTITLED TO RECEIVE THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATEDDEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE REMEDY HEREUNDER, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED LIEU OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. OTHER REMEDIES AVAILABLE TO SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (FOR SUCH DEFAULT. SELLER AND BUYER AGREE THAT THE DAMAGES RESULTING TO SELLER AS A RESULT OF SUCH DEFAULT BY BUYER AS OF THE DATE OF THIS AGREEMENT ARE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN AND THE LIQUIDATED DAMAGES SET FORTH IN THE PRECEDING SENTENCE CONSTITUTE BUYER’S AND SELLER’S REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 11.2 SHALL NOT LIQUIDATE, AND SELLER SHALL HAVE THE RIGHT TO BRING A SEPARATE ACTION WITH RESPECT TO, THE PROVISIONS OF SECTION 5.4, ARTICLE 10 AND SECTION 12.13. BY INITIALING BELOW, BUYER AND SELLER AGREE TO THE PROVISIONS OF THIS SECTION 11.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES BASED UPON ANY BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 BREACHES OF REPRESENTATIONS OR 3389, OR OTHERWISE).WARRANTIES. /MBC/ /BK/ Buyer’s Initials Seller’s Initials

Buyer Default. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT THE SALE THIS AGREEMENT, IF BUYER COMMITS A MATERIAL DEFAULT OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE ITS OBLIGATIONS UNDER SECTION 5 OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT (A “MATERIAL BUYER DEFAULT”) AND ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE ACCOUNT THEREOF THIS AGREEMENT AND IS TERMINATED BY SELLER SO THAT THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATEDCLOSING DOES NOT OCCUR, IN WHICH CASE THE DEPOSIT SHALL BE PAID FORFEITED TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD DAMAGES (WHICH SHALL BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW BUYER WITH RESPECT TO ALL PROVISIONS OF THIS AGREEMENT AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT AS SET FORTH IN EQUITY, IN SECTION 12.15. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT (1) THE EVENT THE SALE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A MATERIAL BUYER DEFAULT UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A MATERIAL BUYER DEFAULT UNDER THIS AGREEMENT ON WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE PARTY AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A MATERIAL BUYER DEFAULT UNDER THIS AGREEMENT; AND EACH PARTY (4) THE AMOUNT OF THE DEPOSIT SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATIONCONSTITUTE REASONABLE AND VALID LIQUIDATED DAMAGES. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).Initials of Seller: Initials of Buyer:

Buyer Default. IF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF BUYER’S DEFAULT OF ANY MATERIAL OBLIGATION TO BE PERFORMED BY THE BUYER AT THE CLOSING UNDER THIS AGREEMENT, AND SELLER IS NOT THEN IN THE EVENT THE SALE DEFAULT HEREUNDER, THEN, AS ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), SELLER MAY ELECT TO TERMINATE THIS AGREEMENT AND RECEIVE PAYMENT OF THE PROPERTY XXXXXXX MONEY FROM ESCROW AGENT, SUBJECT TO THE SURVIVING OBLIGATIONS; PROVIDED, HOWEVER, IF THE SELLER IS THEN IN MATERIAL BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT CONSUMMATED SOLELY BECAUSE BE ENTITLED TO REPAYMENT OF A DEFAULT THE XXXXXXX MONEY. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE ASSETS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. EACH PARTY AGREES THE PART ACCURACY OF BUYER FOLLOWING NOTICE TO BUYER THE STATEMENTS MADE ABOVE AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT AND WAS MADE. THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY DAMAGES IS NOT CONSUMMATED SOLELY BECAUSE OF INTENDED AS A DEFAULT BY BUYERFORFEITURE OR PENALTY, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE BUT IS INTENDED TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF CONSTITUTE LIQUIDATED DAMAGES TO SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).

Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO ACQUIRE THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT MEMBERSHIP INTERESTS AT CLOSING OR OTHERWISE DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT OR IN A MANNER THAT WOULD CAUSE A CONDITION TO CLOSING TO NOT OCCUR UNDER THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART TERMS OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATEDCLOSING DOES NOT IN FACT OCCUR, IN WHICH CASE THEN (i) SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, (ii) SUBJECT TO THE TERMS, CONDITIONS AND PROCEDURES OF THE ESCROW AGREEMENT, SELLER SHALL HAVE THE RIGHT TO IMMEDIATELY RECEIVE THE INITIAL DEPOSIT, AND THE INITIAL DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS DEEMED LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY SELLER’S RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES) FOR BUYER’S FAILURE TO PURCHASE THE MEMBERSHIP INTERESTS, WHICH SUMS SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BECAUSE OF BUYER’S BREACH OF ITS OBLIGATIONS TO PURCHASE THE MEMBERSHIP INTERESTS AND (ii) BUYER SHALL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ESCROW CHARGES. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER MAY HAVE PURSUANT WOULD SUSTAIN IF BUYER DEFAULTS HEREUNDER. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE MEMBERSHIP INTERESTS AND THE REAL PROPERTY ARE UNIQUE. GIVEN THE FOREGOING FACTS, AMONG OTHERS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE PAID IN THE EVENT OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, DESPITE ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR CONTAINED IN THIS AGREEMENT IMPLYING ANY CONTRARY INTENT. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 LIMIT BUYER’S LIABILITY TO SELLER FOR (AND SUCH LIQUIDATED DAMAGES SHALL NOT APPLY TO) DAMAGES OR 3389INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE).FOR ATTORNEY FEES AND COSTS PROVIDED IN SECTION 27(a) HEREOF. WE ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION: /s/ EP /s/ DS Seller’s Initials Buyer’s Initials

Buyer Default. In the event Buyer breaches any of the terms or conditions of the Contract, Seller shall, at its election, have all rights and remedies provided to it at law or in equity, including, without limitation, the right to terminate this Contract and receive the Deposit as liquidated damages. It is hereby agreed that Xxxxxx’s damages in the event of a default by Buyer hereunder are uncertain and difficult to ascertain, and that the Deposit constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated damages. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A SUCH DEFAULT BY BUYER, SELLER’S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFOREASCERTAIN, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES SUCH DAMAGES, AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, THAT SUCH AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT LAW OR IN EQUITY, THE TIME THIS CONTRACT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE EVENT NEGOTIATION AND REVIEW OF THIS CONTRACT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION; (2) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT MAY BE INCURRED BY SELLER IF THE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT CONSUMMATED SOLELY BECAUSE COMPLETED; AND (3) SELLER IS ENTERING INTO THIS CONTRACT WITH BUYER IN RELIANCE UPON BUYER’S COMMITMENT TO PURCHASE THE PROPERTY FROM SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR FORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)SELLER.

Buyer Default. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THE SALE OF THAT BUYER SHOULD FAIL TO PURCHASE THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE ACCORDING TO THE TERMS OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON ESCROW INSTRUCTIONS ENTERED INTO BY THE PART PARTIES IN CONNECTION WITH THIS AGREEMENT. WITH THE FLUCTUATION IN THE LAND VALUES, THE HIGHLY UNPREDICTABLE STATE OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH THE ECONOMY, THE PERIOD BUYER MAY CURE OF TIME BETWEEN THE DEFAULT, SELLER MAY DECLARE DATE OF THIS AGREEMENT AND THE CLOSE OF ESCROW, AND OTHER PROPERTY PURCHASE FACTORS WHICH DIRECTLY OR INDIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT TERMINATED, IN THE AMOUNT OF DAMAGES WHICH CASE THE DEPOSIT SHALL WOULD BE PAID TO AND RETAINED SUFFERED BY SELLER AS LIQUIDATED DAMAGESIN THE EVENT OF BUYER’S FAILURE TO PURCHASE THE PROPERTY UNDER THE TERMS OF THIS AGREEMENT, THE ESCROW INSTRUCTIONS, OR ANY EXHIBITS HERETO OR THERETO. THE PARTIES HAVE AGREED PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF BUYER’S FAILURE TO PURCHASE THE PROPERTY, HEREBY AGREE THAT SELLER’S ACTUAL DAMAGESTHE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THE SALE OF THE PROPERTY ESCROW SHALL FAIL TO CLOSE OR IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT CANCELED OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF TERMINATED FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER, OR THE CANCELLATION OF THIS AGREEMENT BY BUYER PURSUANT TO THE TERMS OF SECTION 5.5 OF THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND MAY RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN . THE EVENT THE SALE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY BUYER TO PURCHASE THE PROPERTY IS NOT CONSUMMATED AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM BUYER BASED SOLELY BECAUSE OF UPON A DEFAULT UNDER THIS AGREEMENT ON FAILURE BY BUYER TO PURCHASE THE PARTY OF BUYER PROPERTY. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS AGREE TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT THE FOREGOING PROVISIONS RELATING TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE)LIQUIDATED DAMAGES.

Buyer Default. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY MATERIAL OBLIGATION OF BUYER UNDER THIS AGREEMENT, AND SUCH BREACH, DEFAULT OR FAILURE IS NOT CURED BY BUYER WITHIN FIVE (5) BUSINESS DAYS AFTER WRITTEN NOTICE FROM SELLER TO BUYER ("BUYER DEFAULT"), BUYER AND SELLER HEREBY AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE SALE DAMAGES WHICH SELLER MAY SUFFER AS A RESULT THEREOF. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATIONBE, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, (WHETHER AT LAW OR IN EQUITY), IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY RIGHTS SELLER'S RIGHT TO SPECIFIC PERFORMANCE SPECIFICALLY ENFORCE THIS AGREEMENT, AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH BREACH, AN AMOUNT EQUAL TO THE DEPOSIT, REPRESENTING A REASONABLE ESTIMATE OF THOSE DAMAGES. THE PARTIES AGREE THAT SELLER MAY HAVE PURSUANT SELLER'S DAMAGES WOULD BE DIFFICULT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).ASCERTAIN AND THE DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES AND IS INTENDED NOT AS A PENALTY BUT AS FULL LIQUIDATED DAMAGES. SELLER'S INITIALS INITIALS BUYER'S INITIALS

Buyer Default. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT BUYER SHOULD FAIL TO PURCHASE THE PROPERTY ACCORDING TO THE TERMS OF THIS AGREEMENT OR THE ESCROW INSTRUCTIONS ENTERED INTO BY THE PARTIES IN CONNECTION WITH THIS AGREEMENT. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE PROPERTY UNDER THE TERMS OF THIS AGREEMENT, ANY ADDITIONAL ESCROW INSTRUCTIONS, OR ANY EXHIBITS HERETO OR THERETO, AFTER APPROVING ITS PROPERTY INVESTIGATIONS. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE PROPERTY, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THE SALE ESCROW SHALL FAIL TO CLOSE OR IS CANCELED OR TERMINATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT HEREUNDER, OR THE CANCELLATION OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT BY BUYER PURSUANT TO THE TERMS OF SECTIONS 5.6 OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART 8.2 OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTTHIS AGREEMENT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID ENTITLED TO AND RETAINED BY SELLER SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY BUYER TO PURCHASE THE PROPERTY IS NOT CONSUMMATED AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM BUYER BASED SOLELY BECAUSE OF UPON A DEFAULT FAILURE BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE BUYER TO DETERMINEPURCHASE THE PROPERTY. THEREFORE, BY PLACING THEIR INITIALS INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT EXPRESSLY UNDERSTAND AND AGREE TO THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. /s/ ME SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST 'S INITIALS /s/ PM BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).'S INITIALS Miscellaneous

Buyer Default. IF BUYER DEFAULTS IN THE EVENT THE SALE OBSERVANCE OR PERFORMANCE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A ITS COVENANTS AND OBLIGATIONS HEREUNDER PRIOR TO CLOSING, AND SUCH DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND CONTINUES FOR FIVE (5) BUSINESS DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY AFTER THE DATE OF RECEIPT OF WRITTEN NOTICE FROM SELLER DEMANDING CURE THE OF SUCH DEFAULT, SELLER MAY DECLARE SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER, TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER OF SUCH TERMINATION AND TO RECEIVE PAYMENT OF THE DEPOSIT AS FULL LIQUIDATED DAMAGES FOR SUCH DEFAULT OF BUYER, THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF ASCERTAINING THE ACTUAL DAMAGES IN THE EVENT OF SUCH A DEFAULT, THAT IT IS IMPOSSIBLE MORE PRECISELY TO ESTIMATE THE DAMAGES TO BE SUFFERED BY SELLER UPON BUYER’S DEFAULT, THAT SUCH FORFEITURE OF THE DEPOSIT IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES AND THAT SUCH AMOUNT CONSTITUTES A REASONABLE GOOD FAITH ESTIMATE OF THE POTENTIAL DAMAGES ARISING THEREFROM, IT BEING OTHERWISE DIFFICULT OR IMPOSSIBLE TO ESTIMATE SELLER’S ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF DEFAULT BY BUYER. EXCEPT WITH RESPECT TO ANY RIGHT, OBLIGATION OR LIABILITY WHICH SURVIVES CLOSING OR TERMINATION OF THIS AGREEMENT, INCLUDING ANY INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT, SELLER’S RIGHT TO TERMINATE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE RECEIVE PAYMENT OF THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS FULL LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS ARE SELLER’S SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF DEFAULT HEREUNDER BY BUYER, AND SELLER HEREBY WAIVES, RELINQUISHES AND RELEASES ANY AND ALL OTHER RIGHTS AND REMEDIES (EXCEPT ANY THAT SURVIVE CLOSING OR TERMINATION PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT), INCLUDING, BUT NOT LIMITED TO: (1) ANY RIGHT TO XXX BUYER FOR DAMAGES OR TO PROVE THAT SELLER’S ACTUAL DAMAGES EXCEED THE DEPOSIT WHICH IS HEREBY PROVIDED SELLER AS FULL LIQUIDATED DAMAGES, (2) ANY RIGHT TO XXX BUYER FOR SPECIFIC PERFORMANCE, OR (3) ANY OTHER RIGHT OR REMEDY WHICH SELLER MAY OTHERWISE HAVE AGAINST BUYER, EITHER AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389LAW, OR EQUITY OR OTHERWISE).

Buyer Default. IN THE EVENT THE SALE BUYER FAILS OR REFUSES TO PERFORM ANY OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT ITS OBLIGATIONS UNDER THIS AGREEMENT WHEN DUE AND SUCH FAILURE OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART REFUSAL CONTINUES FOR A PERIOD OF BUYER FOLLOWING NOTICE TO BUYER AND AT LEAST FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD FOLLOWING RECEIPT OF WRITTEN NOTICE BY BUYER MAY CURE FROM SELLER, THEN BUYER SHALL BE IN BREACH OR DEFAULT OF SUCH OBLIGATION(S) UNDER THIS AGREEMENT. IN THE DEFAULTEVENT OF SUCH UNCURED BREACH, THEN SELLER MAY DECLARE THIS AGREEMENT SHALL BE RELEASED FROM THE OBLIGATION TO SELL THE PROPERTY TO BUYER AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE SELLER SHALL BE ENTITLED TO THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. THE PARTIES HAVE AGREED AGREE THAT SELLER’S IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES, IN THE EVENT THE SALE OF DAMAGES IF BUYER MATERIALLY BREACHES ITS OBLIGATION TO PURCHASE THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYERHEREUNDER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ FOREGOING AMOUNT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES THESE DAMAGES, AND THAT SELLER SHALL BE ENTITLED TO THE DEPOSIT AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF SUCH MATERIAL BREACH OF BUYER’S OBLIGATION TO PURCHASE THE SALE PROPERTY HEREUNDER. AS MATERIAL CONSIDERATION TO EACH PARTY’S AGREEMENT TO THE LIQUIDATED DAMAGES PROVISIONS OF THIS SECTION, EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE VALIDITY OF THE PROPERTY IS LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER (THOUGH THE PARTIES CAN CONTEST WHETHER OR NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BREACH GIVING RISE TO THE LIQUIDATED DAMAGES REMEDY HAS OCCURRED), INCLUDING, BUT NOT LIMITED TO, THAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATIONWAS MADE. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680SECTION 3389. -25- 000 X. Xxxxxxxxx Xxxxx Xxxxxxx, 3384, 3387 OR 3389, OR OTHERWISE).XX

Buyer Default. IF BUYER DEFAULTS IN (i) ITS OBLIGATIONS TO DELIVER THE EVENT THE SALE BALANCE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE PURCHASE PRICE AND OTHER AMOUNTS DUE FROM BUYER AND ACQUIRE THE MEMBERSHIP INTERESTS AT CLOSING OR (ii) THE PERFORMANCE OF A DEFAULT ANY OF ITS OTHER MATERIAL OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART (IT BEING UNDERSTOOD THAT BUYER’S OBLIGATIONS SET FORTH IN SECTION 1(f) ARE DEEMED MATERIAL) AND SUCH DEFAULT SET FORTH IN THIS SUBCLAUSE (ii) REMAINS UNCURED FOR A PERIOD OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE FIFTEEN (515) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE FOLLOWING WRITTEN NOTICE THEREOF FROM SELLERS TO BUYER, THEN (I) SELLERS SHALL HAVE THE DEFAULTRIGHT TO TERMINATE THIS AGREEMENT, SELLER MAY DECLARE THIS AGREEMENT (II) SUBJECT TO THE TERMS, CONDITIONS AND PROCEDURES OF THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATEDESCROW AGREEMENT, IN WHICH CASE SELLERS SHALL HAVE THE RIGHT TO IMMEDIATELY RECEIVE THE DEPOSIT (INCLUDING THE NON-REFUNDABLE DEPOSIT), AND THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS DEEMED LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS AND NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATIONPENALTY, AS THE PARTIESSELLERS’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY SELLERS’ RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES) FOR BUYER’S DEFAULT, WHICH SUMS SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLERS BECAUSE OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, (III) BUYER SHALL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ESCROW CHARGES. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER MAY HAVE PURSUANT SELLERS WOULD SUSTAIN IF BUYER DEFAULTS HEREUNDER. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE MEMBERSHIP INTERESTS AND THE REAL PROPERTY ARE UNIQUE. GIVEN THE FOREGOING FACTS, AMONG OTHERS, BUYER AND SELLERS AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE PAID IN THE EVENT OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, DESPITE ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR CONTAINED IN THIS AGREEMENT IMPLYING ANY CONTRARY INTENT. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1680LIMIT BUYER’S LIABILITY TO SELLERS FOR (AND SUCH LIQUIDATED DAMAGES SHALL NOT APPLY TO) DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, 3384FOR ATTORNEY FEES AND COSTS PROVIDED IN SECTION 28(a) HEREOF, 3387 OR 3389AND FOR THE ESCROW CHARGES AND LENDER COSTS AS PROVIDED IN THIS SECTION 14(a), OR OTHERWISE).SUCH OBLIGATIONS TO SURVIVE THE TERMINATION OF THIS AGREEMENT. WE ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION: /s/ DB /s/ DB /s/ MS /s/ DS Seller’s Initials Buyer’s Initials

Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO ACQUIRE THE EVENT MEMBERSHIP INTERESTS AT CLOSING UNDER THE SALE TERMS OF THIS AGREEMENT IN A MANNER THAT WOULD CAUSE A CONDITION TO CLOSING UNDER SECTION 12(a)(vii) NOT TO OCCUR AND THE CLOSING DOES NOT IN FACT OCCUR DUE TO SUCH DEFAULT, THEN (i) SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, (ii) SUBJECT TO THE TERMS, CONDITIONS AND PROCEDURES OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTESCROW AGREEMENT, SELLER MAY DECLARE THIS AGREEMENT SHALL HAVE THE RIGHT TO IMMEDIATELY RECEIVE THE DEPOSIT, AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS DEEMED LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY SELLER’S RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES) FOR BUYER’S FAILURE TO PURCHASE THE MEMBERSHIP INTERESTS, WHICH SUMS SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BECAUSE OF BUYER’S BREACH OF ITS OBLIGATIONS TO PURCHASE THE MEMBERSHIP INTERESTS; AND (ii) BUYER SHALL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ESCROW CHARGES. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER MAY HAVE PURSUANT WOULD SUSTAIN IF BUYER DEFAULTS HEREUNDER. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE MEMBERSHIP INTERESTS AND THE REAL PROPERTY ARE UNIQUE. GIVEN THE FOREGOING FACTS, AMONG OTHERS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE PAID IN THE EVENT OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER, DESPITE ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR CONTAINED IN THIS AGREEMENT IMPLYING ANY CONTRARY INTENT. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1680LIMIT BUYER’S LIABILITY TO SELLER FOR (AND SUCH LIQUIDATED DAMAGES SHALL NOT APPLY TO) DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, 3384, 3387 OR 3389FOR ATTORNEY FEES AND COSTS PROVIDED IN SECTION 27(a) HEREOF, OR OTHERWISE)FOR ANY OBLIGATIONS OF BUYER THAT ACCRUE OR ARISE AFTER CLOSING.