Common use of Default by Buyer; Liquidated Damages Clause in Contracts

Default by Buyer; Liquidated Damages. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF BUYER’S DEFAULT UNDER THIS AGREEMENET, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:

Default by Buyer; Liquidated Damages. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF BUYER’S BUYER SHOULD DEFAULT OR BREACH ITS OBLIGATIONS UNDER THIS AGREEMENETAGREEMENT AND FAIL TO CLOSE ESCROW AS A RESULT THEREOF, ESCROW HOLDER SELLER SHALL BE INSTRUCTED BY SELLER ENTITLED TO CANCEL THE ESCROWTERMINATE THIS AGREEMENT AND TO RECEIVE AND RETAIN, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDERDAMAGES, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESPLUS ANY INTEREST EARNED THEREON. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL SAID SUM IS FAIR AND REASONABLE IN LIGHT OF ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES' ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A DEFAULT OR BREACH BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOWBUYER, THE PARTIES ACKNOWLEDGE HERETO HEREBY AGREEING THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER SELLER IN THE EVENT OF A BUYER'S DEFAULT ON OR BREACH WOULD BE IMPOSSIBLE TO ACCURATELY DETERMINE AND THAT PROOF OF THE PART OF BUYER. THE PAYMENT AMOUNT OF SUCH AMOUNT AS DAMAGES WOULD BE COSTLY AND INCONVENIENT. SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S DEFAULT OR PENALTY WITHIN BREACH AND BUYER SHALL HAVE NO OTHER OR FURTHER OBLIGATION OR LIABILITY UNDER THIS AGREEMENT TO SELLER ON ACCOUNT OF SUCH DEFAULT OR BREACH (EXCEPT FOR BUYER'S CONTINUING OBLIGATIONS UNDER PARAGRAPHS 8.2, 9.1 AND 21). SELLER AND BUYER HEREBY AGREE, AND SO INSTRUCT ESCROW HOLDER. BY INITIALING THIS PROVISION IN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369SPACE BELOW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESSELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS ARTICLE 17. THE PROVISIONS OF THIS SECTION 9.A. SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. BUYER'S INITIALS: SELLER’S 'S INITIALS:_ BUYER’S INITIALS:: .

Default by Buyer; Liquidated Damages. IF IN THE SALE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER HEREUNDER, AND BUYER DOES NOT CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS FOLLOWING RECEIPT BY BUYER OF WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S MATERIAL DEFAULT IN ITS OBLIGATION 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 17 REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH MATERIAL DEFAULT; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT CONSUMMATED BECAUSE WAIVE, LIMIT OR AFFECT ANY OF THE FOLLOWING ('NON-LIQUIDATED OBLIGATIONS"): (i) SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR REASONABLE ATTORNEYS' FEES UNDER SECTION 24 HEREOF, (ii) BUYER'S RELEASE OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (iii) SELLER'S RIGHTS AND REMEDIES ARISING UNDER OR WITH RESPECT TO BUYER'S RELEASE AND/OR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. 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 MATERIALLY DEFAULTS IN ITS OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY AND FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS FOLLOWING BUYER’S RECEIPT OF WRITTEN NOTICE OF SUCH MATERIAL DEFAULT UNDER FROM SELLER IS AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENET, ESCROW HOLDER 9/12/2013 12:02 PM AGREEMENT BY BUYER AND SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, SELLER SELLER'S SOLE AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER EXCLUSIVE REMEDY (OTHER THAN SELLER'S RIGHTS AND REMEDIES ARISING UNDER OR OUT OF THE SURVIVING NON-LIQUIDATED OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES ) IN THE EVENT OF A MATERIAL DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE OF ITS OBLIGATION TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, PURCHASE THE PARTIES ACKNOWLEDGE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN PROPERTY UNDER THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT AGREEMENT AND FAILURE TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS FOLLOWING BUYER’S RECEIPT OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT WRITTEN NOTICE OF A DEFAULT ON THE PART OF BUYERSUCH MATERIAL DEFAULT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF THIS CALIFORNIA CIVIL CODE SECTION 9.A. SHALL SURVIVE 3389 AND ALL OTHER RIGHTS TO SPECIFICALLY ENFORCE THE TERMINATION OF THIS AGREEMENTAGREEMENT AGAINST BUYER. SELLER’S INITIALS:_ UPON MATERIAL DEFAULT BY BUYER AND FAILURE TO CURE SUCH DEFAULT WITHIN TWO (2) BUSINESS DAYS FOLLOWING BUYER’S INITIALS:RECEIPT OF WRITTEN NOTICE OF SUCH MATERIAL DEFAULT, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SELLER'S RIGHTS AND REMEDIES ARISING UNDER OR OUT OF THE NON-LIQUIDATED OBLIGATIONS AND SELLER'S RIGHT TO COLLECT AND RETAIN BUYER'S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER. Buyer’s initials __________ Seller’s initials __________ 18 Notices. Any notice, demand or other communication required or permitted to be given hereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile or electronic mail to compatible equipment or sent by overnight courier and shall be deemed given: (a) if served in person, when served; (b) if sent by facsimile or e-mail (provided such facsimile or e-mail transmission is confirmed by telephone or a statement generated by the transmitting machine, and further provided that a copy of the notice, demand or other communication is also sent by overnight courier), upon completion of transmission, or if transmission is completed after 5:00 P.M. California time or on a day other than a Business Day, on the next succeeding Business Day; (c) if by overnight courier, on the first Business Day after delivery to the courier. Notices to Seller: Attn: General Counsel San Xxxx Mercury News, Inc. c/o Bay Area News Group 000 Xxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Tel: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx 9/12/2013 12:02 PM With an email copy to: Attn: Xxxxxx Xxxxxx, VP for Real Estate Digital First Media 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 Tel: 000.000.0000 Email: xxxxxxx@xxxxxxxxxxxxxxxxx.xxx and to: Attn: Xxxxxxxx X. Xxxxxx Nossaman LLP 00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Tel: 000.000.0000 Email: xxxxxxx@xxxxxxxx.xxx Notices to Buyer: Attn: Xxxxxxx Xxxxx, CEO Super Micro Computer, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Tel: Email: With an email copy to: Attn: Xxxxxx Xxxxxxxxxx, General Counsel Super Micro Computer, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Tel: 000-000-0000 Email: Xxxxxxx@xxxxxxxxxx.xxx With an email copy to: Attn: Xxx Xxxx Berliner Xxxxx 00 Xxxxxxx Xxxx., 00xx Xxxxx Xxx Xxxx, XX 00000 Tel: 000-000-0000 Email: xxx.xxxx@xxxxxxxx.xxx Notices to Escrow Agent: Fidelity National Title Company 0000 Xxxxxxx Xxxxx, Xxxxx 000 9/12/2013 12:02 PM Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx Tel: Email: or to any other party or any other address as any of the foregoing parties may indicate by notice to the other parties made in accordance with the terms of this Section 19. Attorneys for a party shall be authorized to give and receive notices on behalf of such party. Written adjournments and extensions of time signed by an attorney for a party shall be binding upon that party.

Default by Buyer; Liquidated Damages. IF THE SALE CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE TO THE DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF THE PROPERTY TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THE PARTIES AGREE THAT SELLER SHALL BE PAID THE DEPOSIT AND ANY INTEREST ACCRUED THEREON AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROVING ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICABLE AND EXTREMELY DIFFICULT. THE PARTIES FURTHER AGREE THAT, EXCEPT AS TO BUYER’S OBLIGATION OF INDEMNITY AND DUTY TO DEFEND IN SECTION 5.1(a), SUCH AMOUNT SHALL BE THE SOLE DAMAGES, AND THE SOLE AND EXCLUSIVE REMEDY OF SELLER, LEGAL, EQUITABLE OR OTHERWISE, INCLUDING SPECIFIC PERFORMANCE, DAMAGES AND ALL OTHER LEGAL OR EQUITABLE REMEDIES, AS A RESULT OF THE CLOSING NOT CONSUMMATED BECAUSE OF OCCURRING BY THE CLOSING DATE DUE TO BUYER’S DEFAULT OR BREACH UNDER THIS AGREEMENETAGREEMENT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROWAND THAT, SELLER AND IN SUCH EVENT, BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (HAVE NO FURTHER RIGHT TO PURCHASE THE PROPERTY OR OTHER THAN THE SURVIVING OBLIGATIONS)RIGHTS UNDER THIS AGREEMENT, AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESTHROUGH SPECIFIC PERFORMANCE OR OTHERWISE. THE PARTIES ACKNOWLEDGE FURTHER AGREE THAT SELLER’S ACTUAL DAMAGES THIS SECTION 7.1 SHALL SPECIFICALLY CONSTITUTE A WAIVER OF SELLERS RIGHT TO SPECIFIC PERFORMANCE, AS SET FORTH IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINECALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389 AND ANY INTERPRETIVE CASE LAW UNDER SUCH SECTIONS, INCLUDING XXXXXXXX X. XXXXX (1981) 29 CAL.3D 345. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE FURTHER AGREE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT DEPOSIT BY SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY SAN XXXXXXX FARMS, LLC/GLADSTONE LAND CORPORATION PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) (C&B 090516) PAGE 35 OF 58 WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN PLACING THEIR INITIALS AT THE PROVISIONS PLACES PROVIDED BELOW, EACH PARTY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS EITHER REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS SECTION 9.A. LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE, OR WAS ADVISED TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. IF THE CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE SOLELY TO SUCH A DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF THE TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THEN SELLER MAY COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER BY MAKING WRITTEN DEMAND ON BUYER AND THE TITLE COMPANY, IF THE DEPOSIT IS BEING HELD BY THE TITLE COMPANY. UNDER NO CIRCUMSTANCES SHALL SURVIVE THE TERMINATION ANY INDIVIDUAL MEMBER, DIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF BUYER HAVE ANY LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:/s/ AH /s/ LP Seller’s Initials Buyer’s Initials

Default by Buyer; Liquidated Damages. IF BUYER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILS TO CURE SUCH BREACH ON OR BEFORE THE SALE EARLIER OF THE PROPERTY IS NOT CONSUMMATED BECAUSE SCHEDULED CLOSING DATE OR THREE (3) BUSINESS DAYS AFTER RECEIPT OF BUYER’S DEFAULT UNDER THIS AGREEMENET, NOTICE FROM SELLER OR ESCROW HOLDER OF SUCH BREACH (EXCEPT THAT NO NOTICE SHALL BE INSTRUCTED NECESSARY OR CURE PERIOD AVAILABLE TO BUYER FOR A FAILURE OF BUYER TO DEPOSIT THE BALANCE OF THE PURCHASE PRICE WHEN REQUIRED UNDER SECTION 3.2 OR ANY DOCUMENTS REQUIRED TO BE DEPOSITED BY SELLER TO CANCEL THE ESCROW, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER UNDER SECTION 4.3.1) (OTHER THAN THE SURVIVING OBLIGATIONSA "BUYER BREACH"), AND AS LIQUIDATED DAMAGES HEREUNDERIF SELLER IS NOT IN BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT WHICH CAUSES A CLOSING CONDITION IN FAVOR OF BUYER NOT TO BE SATISFIED, THEN UPON UNILATERAL WRITTEN NOTICE OF TERMINATION (A "TERMINATION NOTICE") FROM SELLER TO BUYER AND ESCROW HOLDER, NOTWITHSTANDING ANY CONTRARY DEMAND OR INSTRUCTIONS OF BUYER OR ANY THIRD PARTY, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE, AND THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER'S SOLE REMEDY AT LAW OR IN EQUITY FOR THE BUYER BREACH. HOWEVER, NOTHING IN THIS SECTION 3.5 SHALL BE CONSTRUED TO RELIEVE BUYER OF ANY LIABILITY UNDER ANY INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT. FURTHERMORE, BUYER AGREES THAT THE LIQUIDATED DAMAGES SUM SHALL BE IN ADDITION TO AND SHALL NOT BE DEEMED TO INCLUDE ATTORNEYS' FEES WHICH MAY BECOME DUE TO SELLER PURSUANT TO SECTION 15.7 HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 3.5 THAT SELLER’S ACTUAL IF A BUYER BREACH OCCURS AND IF, AS A RESULT OF SUCH BUYER BREACH, CLOSE OF ESCROW FAILS TO OCCUR ON OR BEFORE THE SCHEDULED CLOSING DATE, SELLER WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN THE EVENT OF A DEFAULT BY BUYER AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, ASCERTAIN; AND THE DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ACKNOWLEDGE THAT ESTIMATE MAY BE SUFFERED BY SELLER BY REASON OF FAILURE OF THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT CLOSE OF ESCROW SO TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:OCCUR.

Default by Buyer; Liquidated Damages. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED CLOSING FAILS TO OCCUR SOLELY BECAUSE OF BUYER’S DEFAULT UNDER THIS AGREEMENETAGREEMENT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER SHALL, AT ITS ELECTION, HAVE THE OPTION TO CANCEL THE ESCROW, TERMINATE THIS AGREEMENT IN WHICH CASE SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS THEIR RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESSELLER. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. 14(a) HAS BEEN AGREED UPON, UPON AFTER NEGOTIATION, NEGOTIATION AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE CODE SECTIONS 1671 AND 1677 AND ANY OTHER APPLICABLE LAW, AND TERMINATION OF THIS AGREEMENT AND RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF THEREOF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. 14(a) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 WITH RESPECT TO ANY DEFAULT BY PURCHASER OF ITS OBLIGATIONS TO CLOSE THE TRANSACTION. SELLER HEREBY WAIVES THE RIGHT OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY BREACH OR DEFAULT BY PURCHASER UNDER THIS AGREEMENT. SELLER’S INITIALS:_ : BUYER’S INITIALS:: _ NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 14 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT.

Default by Buyer; Liquidated Damages. BUYER ACKNOWLEDGES THAT SELLER WILL REMOVE THE PROPERTY FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT, AND THAT IF THE SALE OF THE PROPERTY AS CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF BUYER’S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DETERMINED AND AGREED THAT THE ACTUAL AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF ANY SUCH DEFAULT UNDER IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE DATE OF THIS AGREEMENETAGREEMENT AND THAT THE AMOUNT OF THE DEPOSIT(S) MADE BY BUYER IS A REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, ESCROW HOLDER THE PARTIES AGREE THAT IF THE PURCHASE AND SALE IS NOT CONSUMMATED BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT(S) SHALL BE INSTRUCTED BY SELLER FORFEITED TO CANCEL THE ESCROW, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES NOTHING CONTAINED HEREIN SHALL IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT ANY MANNER LIMIT THE AMOUNT DESIGNATED AS LIQUIDATED OF DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES OR ATTORNEYS’ FEES OBTAINABLE PURSUANT TO THE TERMS HEREOFAN ACTION UNDER ANY HOLD HARMLESS, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER DEFENSE OR INDEMNIFICATION PROVISION SET FORTH IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:Seller Buyer

Default by Buyer; Liquidated Damages. IF BUYER ACKNOWLEDGES THAT THE CLOSING OF THE SALE OF THE PROPERTY TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT SO CONSUMMATED BECAUSE OF DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENETAGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL AS OF THE ESCROWDATE OF THIS AGREEMENT, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOWCOMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE PARTIES ACKNOWLEDGE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, BUYER AND SELLER AGREE THAT THE AMOUNT DESIGNATED AS LIQUIDATED OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPONWHICH SELLER WOULD SUFFER BY REASON OF BUYER’S DEFAULT HEREUNDER. ACCORDINGLY, AFTER NEGOTIATIONBUYER AND SELLER HEREBY AGREE THAT, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A SUCH DEFAULT ON BY BUYER UNDER THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY. IN THE PART OF BUYER. THE PAYMENT EVENT OF SUCH AMOUNT TERMINATION, SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE AND SELLER’S SOLE REMEDY IN LIEU OF ANY OTHER CLAIM SELLER MAY HAVE AT LAW OR PENALTY WITHIN IN EQUITY (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF BUYER’S DEFAULT. THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED PARTIES HAVE INITIALED THIS SECTION 3.2 TO CONSTITUTE LIQUIDATED ESTABLISH THEIR INTENT TO SO LIQUIDATE DAMAGES. NOTWITHSTANDING THE PROVISIONS OF FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.A. 3.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BE DEEMED TO LIMIT BUYER’S INITIALSOBLIGATION TO PERFORM THE “CONTINUING OBLIGATIONS” DEFINED IN SECTION 4.3 BELOW. Seller’s Buyer’s Initials: Initials:

Default by Buyer; Liquidated Damages. IF BUYER ACKNOWLEDGES THAT THE CLOSING OF THE SALE OF THE PROPERTY TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT SO CONSUMMATED BECAUSE OF DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENETAGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL AS OF THE ESCROWDATE OF THIS AGREEMENT, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOWCOMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE PARTIES ACKNOWLEDGE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, BUYER AND SELLER AGREE THAT THE AMOUNT DESIGNATED AS LIQUIDATED OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPONWHICH SELLER WOULD SUFFER BY REASON OF BUYER’S DEFAULT HEREUNDER. ACCORDINGLY, AFTER NEGOTIATIONBUYER AND SELLER HEREBY AGREE THAT, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A SUCH DEFAULT ON BY BUYER UNDER THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY. IN THE PART OF BUYER. THE PAYMENT EVENT OF SUCH AMOUNT TERMINATION, SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE AND SELLER’S SOLE REMEDY IN LIEU OF ANY OTHER CLAIM SELLER MAY HAVE AT LAW OR PENALTY WITHIN IN EQUITY (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF BUYER’S DEFAULT. THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED PARTIES HAVE INITIALED THIS SECTION 3.2 TO CONSTITUTE LIQUIDATED ESTABLISH THEIR INTENT TO SO LIQUIDATE DAMAGES. NOTWITHSTANDING THE PROVISIONS OF FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.A. 3.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BE DEEMED TO LIMIT BUYER’S INITIALSOBLIGATION TO PERFORM THE “CONTINUING OBLIGATIONS” DEFINED IN SECTION 4.5 BELOW. Seller’s Buyer’s Initials: Initials:

Default by Buyer; Liquidated Damages. IF THE SALE CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE TO THE DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF THE PROPERTY TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THE PARTIES AGREE THAT SELLER SHALL BE PAID THE DEPOSIT AND ANY INTEREST ACCRUED THEREON AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROVING ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICABLE AND EXTREMELY DIFFICULT. THE PARTIES FURTHER AGREE THAT, EXCEPT AS TO BUYER’S OBLIGATION OF INDEMNITY AND DUTY TO DEFEND IN SECTION 5.1(a), SUCH AMOUNT SHALL BE THE SOLE DAMAGES, AND THE SOLE AND EXCLUSIVE REMEDY OF SELLER, LEGAL, EQUITABLE OR OTHERWISE, INCLUDING SPECIFIC PERFORMANCE, DAMAGES AND ALL OTHER LEGAL OR EQUITABLE REMEDIES, AS A RESULT OF THE CLOSING NOT CONSUMMATED BECAUSE OF OCCURRING BY THE CLOSING DATE DUE TO BUYER’S DEFAULT OR BREACH UNDER THIS AGREEMENETAGREEMENT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROWAND THAT, SELLER AND IN SUCH EVENT, BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (HAVE NO FURTHER RIGHT TO PURCHASE THE PROPERTY OR OTHER THAN THE SURVIVING OBLIGATIONS)RIGHTS UNDER THIS AGREEMENT, AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESTHROUGH SPECIFIC PERFORMANCE OR OTHERWISE. THE PARTIES ACKNOWLEDGE FURTHER AGREE THAT SELLER’S ACTUAL DAMAGES THIS SECTION 7.1 SHALL SPECIFICALLY CONSTITUTE A WAIVER OF SELLERS RIGHT TO SPECIFIC PERFORMANCE, AS SET FORTH IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINECALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389 AND ANY INTERPRETIVE CASE LAW UNDER SUCH SECTIONS, INCLUDING XXXXXXXX X. XXXXX (1981) 29 CAL.3D 345. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE FURTHER AGREE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT DEPOSIT BY SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN PLACING THEIR INITIALS AT THE PROVISIONS PLACES PROVIDED BELOW, EACH PARTY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS EITHER REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS SECTION 9.A. LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE, OR WAS ADVISED TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. IF THE CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE SOLELY TO SUCH A DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF THE TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THEN SELLER MAY COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER BY MAKING WRITTEN DEMAND ON BUYER AND THE TITLE COMPANY, IF THE DEPOSIT IS BEING HELD BY THE TITLE COMPANY. UNDER NO CIRCUMSTANCES SHALL SURVIVE THE TERMINATION ANY INDIVIDUAL MEMBER, DIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF BUYER HAVE ANY LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:/s/ AH /s/ LP Seller’s Initials Buyer’s Initials

Default by Buyer; Liquidated Damages. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF BUYER’S DEFAULT UNDER THIS AGREEMENETAGREEMENT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER SELLERS TO CANCEL THE ESCROW, SELLER AND BUYER SELLERS SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE SELLERS’ OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS)HEREUNDER, AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT DEPOSITS (DEFINED IN SECTION 2.B2(a), TO THE EXTENT MADE, ) SHALL BE PAID TO AND RETAINED BY SELLER SELLERS AS LIQUIDATED DAMAGES, SUBJECT TO THIS SECTION BELOW. IN SUCH EVENT, BUYER SHALL DELIVER TO SELLERS ALL OF THE MATERIALS REQUIRED TO BE DELIVERED TO SELLERS PURSUANT TO SECTION 4 AND BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SELLER’S SELLERS’ ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES DEPOSITS (DEFINED IN THIS SECTION 9.A. HAS 2(a)), THE ACTUAL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES AND BUYER’S DELIVERY OF THE MATERIALS DESCRIBED IN SECTION 4 HEREOF HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE CODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF OTHER APPLICABLE LAW, AND SHALL CONSTITUTE SELLER’S ONLY SELLERS’ SOLE AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYERBUYER (EXCEPT AS TO THE SURVIVING OBLIGATIONS AS DEFINED IN THIS SECTION BELOW, WHICH SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION BELOW). SELLER WAIVES ALL OTHER CLAIMS FOR DAMAGES OR REMEDIES AT LAW OR IN EQUITY INCLUDING ANY REMEDY OF SPECIFIC PERFORMANCE AND ANY OTHER RIGHTS SELLER MAY OTHERWISE HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE, EXCEPT AS IT RELATES TO THE SURVIVING OBLIGATIONS. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, BUYER AND SELLERS ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF A DEFAULT BY BUYER, BUYER’S SURVIVING OBLIGATIONS SHALL NOT BE LIMITED, IMPAIRED OR OTHERWISE AFFECTED BY ANY TERMINATION OF THIS AGREEMENT OR ANY LIQUIDATED DAMAGES RECEIVED BY SELLERS PURSUANT TO THIS SECTION 18(a) AS A RESULT OF BUYER’S DEFAULT. AS TO THE SURVIVING OBLIGATIONS, SELLERS SHALL RETAIN THE RIGHT TO SEEK AND OBTAIN ANY AND ALL ADDITIONAL REMEDIES AVAILABLE LAW AND IN EQUITY AND SHALL NOT BE LIMITED OR AFFECTED BY THE LIQUIDATED DAMAGES RETAINED BY SELLERS PURSUANT TO THIS SECTION 18(a). THE PROVISIONS OF THIS SECTION 9.A. 18(a) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S SELLERS’ INITIALS:_ : SDC 051: /s/ JMS RET: /s/ PH BUYER’S INITIALS:INITIALS /s/ JLD

Default by Buyer; Liquidated Damages. IF SHOULD THE PURCHASE AND SALE TRANSACTION CONTEMPLATED IN THIS AGREEMENT FAIL TO BE CONSUMMATED ACCORDING TO THE TERMS OF THIS AGREEMENT SOLELY BY REASON OF ANY DEFAULT OF BUYER, SELLER WILL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY IS NOT CONSUMMATED BECAUSE OF TO BUYER’S DEFAULT UNDER THIS AGREEMENET, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, SELLER WILL NOT HAVE ANY RIGHT TO SEEK OR OBTAIN SPECIFIC ENFORCEMENT OF THIS AGREEMENT, AND, AS SELLER’S SOLE AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDEREXCLUSIVE REMEDY AT LAW OR IN EQUITY FOR SUCH DEFAULT, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL XXXXXXX MONEY WILL BE PAID TO IMMEDIATELY DISBURSED AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES AND AS CONSIDERATION FOR SELLER KEEPING THE PROPERTY OFF OF THE MARKET FOR SALE TO OTHERS. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES THAT SELLER MIGHT SUFFER IN THE EVENT OF A BUYER’S DEFAULT BY HEREUNDER. BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE AND SELLER AGREE THAT THE AMOUNT DESIGNATED AS OF LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 9.A. HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS IS A FAIR AND REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE SECTIONS 1671 AND 1677 AND ANY RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT ESTIMATE OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ BUYER’S INITIALS:Seller’s Initials: /s/ PBL Buyer’s Initials: /s/ PSD

Default by Buyer; Liquidated Damages. IF CLOSING FAILS TO OCCUR AFTER THE SALE OF THE PROPERTY IS NOT CONSUMMATED CONTINGENCY PERIOD SOLELY BECAUSE OF BUYER’S DEFAULT UNDER THIS AGREEMENETAGREEMENT, ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, SELLER AND BUYER SHALL THEREUPON BE RELEASED FROM EACH OF ITS THEIR RESPECTIVE OBLIGATIONS HEREUNDER (OTHER THAN THE SURVIVING OBLIGATIONS), AND AS LIQUIDATED DAMAGES HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 2.B), TO THE EXTENT MADE, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, SUBJECT TO THIS SECTION BELOW. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT DESIGNATED AS LIQUIDATED DAMAGES THE DEPOSIT IN THIS SECTION 9.A. 2(B) ABOVE HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CLODE CODE SECTIONS 1671 AND 1677 AND ANY OTHER APPLICABLE LAW, AND TERMINATION OF THIS AGREEMENT AND RETENTION OF LIQUIDATED DAMAGES AS A RESULT THEROF THEREOF SHALL CONSTITUTE SELLER’S ONLY AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PROVISIONS OF THIS SECTION 9.A. 5(A) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS:_ : BUYER’S INITIALS: