Common use of Default by Buyer Clause in Contracts

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/ CSJ Buyer’s Initials: /s/ GRS

Default by Buyer. IN IF THE EVENT THAT BUYER CLOSING OF THIS TRANSACTION FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OCCUR ON OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON BEFORE THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AGREEMENT, THE PARTIES ACKNOWLEDGE AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE AGREE BY INITIALING THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER IN THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ AGREE THAT IT MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE FIX, THAT THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE TOTAL NET DETRIMENT THAT REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER WOULD SUFFER IN SHALL HAVE THE EVENT THAT BUYER DEFAULTS IS RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR HEREUNDER IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO THE EVENT OF SUCH BREACH. SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, WAIVES ALL OTHER CLAIMS LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO DAMAGES OR OTHER REMEDIES IN RESPECT OBTAIN SPECIFIC PERFORMANCE OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY 'S OBLIGATIONS UNDER THIS AGREEMENT AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE SALE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO BE PERFORMED ANY DEFAULT BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THE PARTIES ACKNOWLEDGE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE SELLER’S ACTUAL DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 6.1, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND SHALL BE AN AMOUNT EQUAL TO ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER REMEDY, AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR, INCLUDING ANY RIGHT IN EQUITY TO SELLER AS THE FULLSEEK SPECIFIC PERFORMANCE HEREOF, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION SHALL 6.1 (1) LIMIT SELLERTHE DAMAGES RECOVERABLE BY MPG UNDER THE FRAMEWORK AGREEMENT OR MPG’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS EXERCISE ANY AND EXPENSES PURSUANT ALL OF ITS REMEDIES THEREUNDER; OR (2) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE HEREWITH, OR (B) THIRD PARTY CLAIMS. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. BY THEIR SEPARATELY EXECUTING THIS SECTION 18.5 BELOW6.1, NOR WAIVE OR AFFECT BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER’S INITIALS BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)) FOR BUYER’S BREACH OF ITS OBLIGATION TO CLOSE ESCROW AND PURCHASE THE PROPERTY, SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BUYER WHICH RESULTS IN RESPECT THE CLOSE OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERESCROW NOT OCCURRING. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESDAMAGES FOR SUCH BREACH. NOTHING CONTAINED IN THIS SECTION 16.2 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.OBLIGATIONS. /s/ SL /s/ JM

Default by Buyer. IN IF THE EVENT THAT BUYER FAILS TO PERFORM CLOSING DOES NOT OCCUR BY REASON OF ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED DEFAULT BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT EXTREMELYDIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AND THAT UNDER THE CIRCUSTANCES EXISTING AS OF THIS DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SUBSECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER MAY SUFFERWOULD INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS AND SELLER’ RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE 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 DEFAULTS IS AND SHALL BE IN DEFAULT UNDER THIS AGREEMENT IS AN AMOUNT EQUAL TO ALL THE DEPOSIT, TOGETHER WITH THE DEPOSITS (WHICH INCLUDES ANY ACCRUED INTEREST 1NTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID . THIS AMOUNT SHALL WOULD BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER AND WOULD SERVE AS SELLER’S SOLE REMEDY AGAINST BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF PROVIDED, HOWEVER THAT THE SELLER MAY ENFORCE BUYER’S BREACH OF INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERAGREEMENT. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT IS NOT INTENDED AS A FORFEITURE OR A PENALTY. UPON DEFAULT BY BUYER, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE FOREGOING, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE BLIGATIONS HEREUNDER, EACH TO THE TERMINATION OF THIS AGREEMENT.OTHER. _______________________ ___________________ Seller’s Initials Buyer’s Initials

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREE, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTOBLIGATIONS.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE SOLELY TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED IN WRITING BY BUYER IN ITS SOLE AND ABSOLUTE DISCRETION), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE SOLELY TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY DUE TO A BUYER DEFAULT AND PROVIDED SELLER IS NOT IN DEFAULT HEREUNDER, AS ITS SOLE AND EXCLUSIVE REMEDYREMEDY HEREUNDER, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGESSELLER. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE SUCH RETENTION OF THE TOTAL NET DETRIMENT THAT DEPOSIT BY SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE AN AMOUNT EQUAL DEEMED TO THE DEPOSITCONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN AS SET FORTH IN THIS SECTION 13.1, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT UNDER NO CIRCUMSTANCES SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES BUYER HAVE ANY LIABILITY FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH ANY PROVISION OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES(OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS HEREUNDER). NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/CS Buyer’s Initials: /s/ RJH

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT -29- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS OBLIGATIONS. /s/ JH THR /s/ RNW SELLER’S INITIALS BUYER’S INITIALS 16.3 AS A MATERIAL CONSIDERATION FOR SELLER ENTERING INTO THIS AGREEMENT, BUYER EXPRESSLY WAIVES FOR ANY DEFAULT BY SELLER (A) ANY RIGHT UNDER THIS AGREEMENT CALIFORNIA CODE OF CIVIL PROCEDURE, PART 2, TITLE 4.5, SECTION 4.05 THROUGH 4.05.61 OR ANY OTHER SIMILAR STATE OR FEDERAL STATUTE, OR AT COMMON LAW OR OTHERWISE TO RECORD OR FILE A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE PROPERTY UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY, (B) ANY RIGHT TO SEEK DAMAGES IN THE EVENT OF SELLER’S PRE-CLOSING DEFAULT UNDER THIS AGREEMENT; PROVIDED, HOWEVER, PURSUANT TO SECTION 16.4 BELOW, BUYER DOES NOT WAIVE ANY OF ITS RIGHTS TO SEEK DAMAGES FOR SELLER’S BREACH OF ANY OF ITS REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT, SO LONG AS BUYER FIRST OBTAINS ACTUAL KNOWLEDGE OF SUCH BREACH AFTER THE CLOSING, OR FOR ANY BREACH OF SELLER’S OBLIGATIONS OR COVENANTS SET FORTH IN THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSING, SO LONG AS BUYER FIRST OBTAINS ACTUAL KNOWLEDGE OF SUCH BREACH AFTER THE CLOSING, AND (C) UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY, BUYER’S RIGHT TO BRING ANY ACTION THAT WOULD IN ANY WAY AFFECT TITLE TO OR RIGHT OF POSSESSION OF ALL OR ANY PORTION OF THE PROPERTY. EACH OF BUYER AND SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 AND ANY SIMILAR STATE OR FEDERAL STATUTE. BUYER ACKNOWLEDGES AND AGREES THAT BY THEIR TERMS SURVIVE PRIOR TO THE TERMINATION CLOSING, BUYER SHALL NOT HAVE ANY RIGHT, TITLE OR INTEREST IN AND TO THE PROPERTY OR ANY PORTION THEREOF UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT.AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY. EACH OF BUYER AND SELLER HEREBY EVIDENCES ITS SPECIFIC AGREEMENT TO THE TERMS OF THIS WAIVER BY PLACING ITS SIGNATURE OR INITIALS IN THE SPACE PROVIDED HEREINAFTER. -30- ▇▇▇▇▇▇ Realty, L.P. - Purchase Agreement Santa Fe Summit /s/ RNW /s/ JH THR BUYER’S INITIALS SELLER’S INITIALS

Default by Buyer. IN IF THE EVENT THAT BUYER CLOSING OF THIS TRANSACTION FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OCCUR ON OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON BEFORE THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AGREEMENT, THE PARTIES ACKNOWLEDGE AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE EARNEST MONEY DEPOSIT BEARS ▇ ▇▇▇▇ONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE EARNEST MONEY DEPOSIT CONST▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE TOTAL NET DETRIMENT THAT REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER WOULD SUFFER IN SHALL HAVE THE EVENT THAT RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL THE PROPERTY TO BUYER DEFAULTS IS OR ITS PERMITTED ASSIGNEE, AND SELLER SHALL RETAIN THE EARNEST MONEY DEPOSIT (O▇ ▇▇▇▇▇W AGENT SHALL RELEASE THE EARNEST MONEY DEPOSIT AND A▇▇ ▇▇▇▇UED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR HEREUNDER IN EQUITY)THE EVENT OF SUCH BREACH, SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED EXCEPT FOR SELLER'S RIGHTS AND LIQUIDATED DAMAGES REMEDIES FOR A BREACH OF THIS AGREEMENT BY BUYERSEPARATE BREACH, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT IF ANY OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS CONFIDENTIALITY AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.. /s/ JCM /s/ DC /s/ VJC Initials of Seller Initials of Buyer

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM IN THE PERFORMANCE ---------------- OF ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE MATERIAL COVENANTS CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR AGREEMENTS CONTAINED HEREIN WHICH ARE IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO BE PERFORMED OCCUR BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS REASON OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO A DEFAULT IN BUYER’S FAILURE TO CONSUMMATE 'S OBLIGATIONS HEREUNDER, THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER MAY SUFFERIF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER THEREFORE, IN THE EVENT THAT BUYER DEFAULTS IS AND THE CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, SELLER SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDENTITLED, AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE AGGREGATE SUM OF THREE HUNDRED FIFTY THOUSAND DOLLARS (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT $350,000) SHALL BE DISBURSED DELIVERED TO SELLER (THE DEPOSIT TO BE PROMPTLY DELIVERED BY ESCROW HOLDER AND THE BALANCE TO BE DELIVERED WITHIN THREE (3) BUSINESS DAYS BY BUYER) AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS ITS DUE DILIGENCE EXPENSES PURSUANT TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERARTICLE 4 ABOVE. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S SECTION. SELLER WAIVES ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT 1680 OR ANY OTHER OBLIGATIONS APPLICABLE LAW. IN THE EVENT THAT THE ADDITIONAL AMOUNT OWED BY BUYER PURSUANT TO THIS SECTION 6.2 IS NOT PAID WHEN DUE, IT SHALL THEREAFTER ACCRUE INTEREST AT THE RATE OF TEN PERCENT (10%) PER ANNUM UNTIL PAID IN FULL AND SELLER SHALL HAVE THE RIGHT TO COLLECT FROM BUYER REASONABLE COLLECTION COSTS INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS OF THIS SECTION 6.2 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS BELOW AGREE TO BE BOUND BY ITS TERMS. /s/ SLM /s/ RES -------------- ---------------- Buyer's Initials Seller's Initials

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM OF ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED PRE-CLOSING DEFAULT BY BUYER HEREUNDER (SUBJECT TO NOTICE FROM SELLER AND BUYER DOES NOT A REASONABLE OPPORTUNITY TO CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM DEFAULT), SELLER (PROVIDED SHALL BE ENTITLED TO RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE DEPOSIT, EXCEPT THAT NO SUCH NOTICE AND CURE RIGHT THE FOREGOING SHALL NOT APPLY TO BUYER’S FAILURE INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER SECTION 4.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDERSELLER’S ACTUAL DAMAGES), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFERSUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. THEREFORE BUYER AND SELLER DO HEREBY THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS OF BUYER’S DEFAULT OR BREACH HEREUNDER PRIOR TO CLOSING IS AND SHALL BE AN AMOUNT OF MONEY EQUAL TO THE DEPOSITDEPOSIT WHICH SHALL BE THE FULL, TOGETHER WITH AGREED AND LIQUIDATED DAMAGES. THE ACCRUED INTEREST THEREON; AND, AS FOREGOING SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED HEREUNDER WITH RESPECT TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF FOREGOING. SELLER’S INITIALS BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS

Default by Buyer. IN THE EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER’S OBLIGATIONS HEREUNDER THAT BUYER FAILS HAS FAILED TO PERFORM ANY CURE FOR A PERIOD IN EXCESS OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF AFTER WRITTEN NOTICE THEREOF FROM OF SUCH DEFAULT HAS BEEN PROVIDED BY SELLER TO BUYER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY BE REQUIRED WHERE BUYER FAILS TO BUYER’S FAILURE TO CONSUMMATE THE PERFORM ITS OBLIGATIONS (DELIVERY OF DOCUMENTS AND/OR PURCHASE PRICE FUNDS) AT CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDBE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE DEPOSIT AND ANY ACCRUED INTEREST THEREON. SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT INTENDED BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. UPON SUCH DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES TO THE EXTENT NOT ALREADY RELEASED TO SELLER FROM ESCROW AS A PENALTY, BUT AS FULL MAY BE ALLOWED HEREIN. NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT AND RECEIPT BY SELLER OF LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION , BUYER SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY NOT BE RELIEVED OF ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.(INCLUDING, BUT NOT LIMITED TO, PARAGRAPHS 7(a)(ii)(B) AND 18). /s/ [ILLEGIBLE] Buyer’s Initials Seller’s Initials

Default by Buyer. IF ON OR BEFORE THE CLOSING BUYER BREACHES ANY OF THE MATERIAL TERMS OR PROVISIONS OF THIS AGREEMENT IN ANY MATERIAL RESPECT AND BUYER FAILS TO CURE SUCH BREACH WITHIN TEN (10) DAYS AFTER SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF (A “BUYER DEFAULT”), AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE EVENT TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF THE MARKET, AND NOT AS A PENALTY. BUYER AND SELLER HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS AND CONDITIONS PROVISIONS OF THIS AGREEMENT AGREEMENT, AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY PARTIES AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS CIRCUMSTANCES IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSITDEPOSIT AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW. ACCORDINGLY, TOGETHER WITH BUYER AND SELLER AGREE THAT IN THE ACCRUED INTEREST THEREON; ANDEVENT OF A BUYER DEFAULT, SELLER MAY RETAIN THE DEPOSIT AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW AS SELLER’S SOLE LIQUIDATED DAMAGES. THE PAYMENT AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID RETENTION OF SUCH AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT DAMAGES TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES SELLER PURSUANT TO SECTION 18.5 BELOWCALIFORNIA CIVIL CODE SECTIONS 1671, NOR WAIVE 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO PERTAIN TO OR AFFECT LIMIT BUYER’S LIABILITY FOR ANY BREACH OCCURRING AFTER THE CLOSING, OR FOR INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER EXPRESSLY SET FORTH IN THIS AGREEMENT (FOR WHICH SELLER SHALL HAVE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY WITH RESPECT TO SUCH OBLIGATIONS) OR THE ENVIRONMENTAL AGREEMENT (FOR WHICH SELLER SHALL HAVE THE RIGHTS AND REMEDIES SET FORTH THEREIN). IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND BUYER TAKES ANY ACTION, OTHER THAN AS PERMITTED UNDER APPLICABLE LAW IN CONNECTION WITH A GOOD FAITH DISPUTE, WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER ACTION WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY THAT BUYER DOES NOT HAVE THE RIGHT TO FILE UNDER APPLICABLE LAW), THEN NOTWITHSTANDING THE PARAGRAPH IMMEDIATELY ABOVE, SELLER’S REMEDIES SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, THOSE DESCRIBED IN THE PARAGRAPH IMMEDIATELY ABOVE, AND THE NAMED BUYER (AND ANY PERMITTED ASSIGNEE OF BUYER’S INTEREST HEREUNDER) SHALL ALSO BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY THEIR TERMS SURVIVE THE TERMINATION SELLER BY REASON OF THIS AGREEMENT.SUCH ACTION BY BUYER. Seller’s Initials Buyer’s Initials

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE 'S OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS THE SOLE AND EXCLUSIVE REMEDYREMEDY OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials: ____________ Buyer's Initials: _____________

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER NO EARLIER THAN THREE (3) BUSINESS DAYS AFTER ESCROW HOLDER’S AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE BUYER’S RECEIPT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER SELLER’S NOTICE; PROVIDED, HOWEVER, IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL DELIVERS A WRITTEN OBJECTION TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW NOTICE WITHIN THE TIME PERIOD SET FORTH ABOVE, ESCROW HOLDER SHALL NOT RELEASE THE DEPOSIT TO SELLER UNTIL SUCH TIME THAT JOINT DIRECTION IS ISSUED BY THE PARTIES, OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A COURT OF GENERAL JURISDICTION IN THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES COUNTY OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERCIRCUIT WHERE THE PROPERTY IS LOCATED. SUCH PAYMENT OF THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ RW

Default by Buyer. IN THE EVENT THAT THE BUYER FAILS TO PERFORM ANY CLOSE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE ESCROW IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE BY REASON OF ANY DEFAULT HEREUNDER)OF BUYER, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)) FOR BUYER’S BREACH OF ITS OBLIGATION TO CLOSE ESCROW AND PURCHASE THE PROPERTY, SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BUYER WHICH RESULTS IN RESPECT THE CLOSE OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERESCROW NOT OCCURRING. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESDAMAGES FOR SUCH BREACH. NOTHING CONTAINED IN THIS SECTION 16.2 SHALL LIMIT SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.OBLIGATIONS. SELLER'S INITIALS BUYER'S INITIALS

Default by Buyer. IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER FAILS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING, AND ABLE TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT ITS OBLIGATIONS HEREUNDER), SELLER MAYSELLER, AT ITS OPTION AND AS ITS SELLER'S SOLE AND EXCLUSIVE REMEDY, TERMINATE SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF BUYER'S DEFAULT AND SELLER IS READY, WILLING, AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (1) THIS AGREEMENT BY GIVING WRITTEN NOTICE AND THE RIGHTS AND OBLIGATIONS OF TERMINATION BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER ALL DOCUMENTS AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL INSTRUMENTS TO THE DEPOSIT, TOGETHER WITH PARTIES WHO DEPOSITED THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.SAME,

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)In the event that this transaction fails to close by reason of any default by Buyer, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND all ▇▇▇▇▇▇▇ Money shall be forfeited by Buyer and released from escrow to Seller, which shall be Seller’s sole and exclusive remedy on account of Buyer’s default. Buyer shall only be in default or breach under this Agreement, if Buyer has failed to cure a default hereunder within three (3) business days from Buyer’s receipt of Seller’s written notice to cure such breach. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER AFTER SELLER HAS GIVEN BUYER NOTICE AS SET FORTH IN SECTION 16.2 ABOVE, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH SELLER MAY SUFFER. THEREFORE BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DO HEREBY AGREE DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL LAWSUIT TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERAGREEMENT. THEREFORE, ALL OTHER CLAIMS TO THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES OR OTHER REMEDIES IN RESPECT PROVIDED FOR 18 - Purchase and Sale Agreement HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S BREACH OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLER IN ADDITION TO LIQUIDATED DAMAGES. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE §§ 1671 AND 1677. NOTHING CONTAINED BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION SHALL AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WAS MADE, EXPLAINED THE CONSEQUENCES OF THIS SECTION TO IT. THIS SECTION DOES NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS WHICH, AS OTHERWISE PROVIDED HEREIN, SURVIVE THE TERMINATION OF THIS AGREEMENT.. BUYER’S INITIALS: _______ SELLER’S INITIALS: _______

Default by Buyer. IN THE EVENT THAT IF BUYER FAILS TO PERFORM ANY OF PURCHASE THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY WHEN IT IS OBLIGATED TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH DO SO UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREEMENT, SELLER MAYSELLER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇S▇▇▇▇▇ AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE THE ESTABLISH SELLER’S DAMAGES WHICH SELLER MAY SUFFERBY REASON OF SUCH DEFAULT BY BUYER. THEREFORE ACCORDINGLY, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT OF SUCH DEFAULT BY BUYER DEFAULTS IS AND UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS LIQUIDATED DAMAGES. IN CONSIDERATION OF THE RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE LIQUIDATED DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), SAID AMOUNT SHALL TO WHICH SELLER MIGHT OTHERWISE BE DISBURSED TO ENTITLED BY REASON OF BUYER’S DEFAULT. SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, EXPRESSLY WAIVES ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, PUNITIVE AND CONTRACTUAL DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS 7.4.1 AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTINITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Default by Buyer. IN THE EVENT THAT BUYER FAILS THE ESCROW AND THIS TRANSACTION FAIL TO PERFORM ANY CLOSE AS A RESULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED THAT SELLER IS READY, WILLING AND ABLE TO BE PERFORMED BY CLOSE, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICAL AND IMPRACTICABLE OR EXTREMELY DIFFICULT TO ESTIMATE FIX AND THAT THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE TOTAL NET DETRIMENT PARTIES THEREFORE AGREE THAT SELLER WOULD SUFFER IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND SHALL BE AN AMOUNT EQUAL ABLE TO THE DEPOSITPERFORM ITS OBLIGATIONS HEREUNDER, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDSELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER’S DEFAULT AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (WHETHER AT LAW OR IN EQUITY)1) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, SAID AMOUNT (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, AND (3) ESCROW AGENT SHALL DELIVER THE DEPOSIT THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERDAMAGES. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTHING CONTAINED IN THIS SECTION SHALL IS INTENDED TO WAIVE OR OTHERWISE LIMIT SELLER’S RIGHT REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AGAINST BUYER ARISING OUT OF SECTION 3.7 HEREOF OR WAIVE OR OTHERWISE LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR OBTAIN FROM BUYER ALL COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS OF ENFORCING ITS RIGHTS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT., INCLUDING ATTORNEYS’ FEES AND COSTS. /int./ JL /int./ PN Seller’s Initials Buyer’s Initials

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSING AND THE CONSUMMATION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED TRANSACTION HEREIN WHICH ARE TO BE PERFORMED CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION (I.E., THE DEPOSIT IN THE AMOUNT OF $500,000 PLUS ANY ACCRUED INTEREST THEREON) REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER MAY SUFFERWILL INCUR AS A RESULT OF SUCH FAILURE AND SUCH LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY AS A RESULT OF ANY DEFAULT OF BUYER; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 26.6, NOR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT SELLER’S RIGHT TO SPECIFICALLY ENFORCE (WITHOUT DAMAGES) BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSITDEPOSIT (I.E., TOGETHER WITH THE $500,000 PLUS ANY ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), . SAID AMOUNT SHALL WILL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT DAMAGES TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 18.5 BELOW3389. UPON DEFAULT BY BUYER, NOR WAIVE OR AFFECT THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER’S INDEMNITY AND CONFIDENTIALITY OTHER SPECIFIC OBLIGATIONS UNDER THIS AGREEMENT EXPRESSLY SET FORTH ABOVE WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF BUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR ANY OBLIGATIONS HEREUNDER, EACH TO THE OTHER OBLIGATIONS EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.AND ESCROW HOLDER. Buyer’s Initials: /s/ JK Seller’s Initials: /s/ PB

Default by Buyer. IN IF THE EVENT THAT BUYER CLOSING OF THIS TRANSACTION FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OCCUR ON OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON BEFORE THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AGREEMENT, THE PARTIES ACKNOWLEDGE AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE EARNEST MONEY DEPOSI▇ ▇▇▇▇▇ A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE EARNEST MONEY DEPOSI▇ ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT ITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE TOTAL NET DETRIMENT THAT REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER WOULD SUFFER IN SHALL HAVE THE EVENT THAT BUYER DEFAULTS IS RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE EARNEST MONEY DEPOSI▇ (▇▇ ▇SCROW AGENT SHALL RELEASE THE EARNEST MONEY DEPOSI▇ ▇▇▇ ▇LL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR HEREUNDER IN EQUITY)THE EVENT OF SUCH BREACH, SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED EXCEPT FOR SELLER'S RIGHTS AND LIQUIDATED DAMAGES REMEDIES FOR A BREACH OF THIS AGREEMENT BY BUYERSEPARATE BREACH, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT IF ANY, OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE CONFIDENTIALITY AND/OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. (III) IN THE EVENT OF BUYER'S DEFAULT HEREUNDER AND SELLER'S ELECTION TO TERMINATE THIS AGREEMENT AND THE ESCROW AS PROVIDED HEREIN, BUYER SHALL BE SOLELY RESPONSIBLE FOR PAYMENT OF THE FULL AMOUNT OF ESCROW AGENT'S CANCELLATION CHARGES AND ANY OTHER COSTS OR CHARGES IMPOSED BY THE TITLE COMPANY IN CONNECTION WITH THE PREPARATION OF THE TITLE COMMITMENT OR UPDATES THEREOF. Initials of Seller Initials of Buyer

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE PURCHASE AND SALE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONSUMMATED DUE TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE DEFAULT, ESCROW AGENT SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER PAY THE DEPOSIT TO SELLER, AND SELLER SHALL RETAIN THE SAME AS FULL LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)ONLY REMEDY, SAID AMOUNT SHALL FOR BUYER'S DEFAULT HEREUNDER. THE PARTIES HERETO EXPRESSLY ACKNOWLEDGE THAT IT IS IMPOSSIBLE TO ESTIMATE MORE PRECISELY THE DAMAGES TO BE DISBURSED TO SUFFERED BY SELLER AS THE FULLUPON BUYER'S DEFAULT, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT THAT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED THE PARTIES FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE PROBABLE LOSS THAT SELLER MIGHT BE EXPECTED TO SUFFER IN THIS SECTION SHALL LIMIT THE EVENT THE PURCHASE AND SALE OF THE PROPERTY IS NOT CLOSED BECAUSE OF BUYER'S DEFAULT. THE SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT RETAIN THE DEPOSIT AS FULL LIQUIDATED DAMAGES IS SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF DEFAULT HEREUNDER BY BUYER, AND SELLER HEREBY WAIVES AND RELEASES ANY RIGHT TO (AND HEREBY COVENANTS THAT IT SHALL NOT) SUE THE BUYER (A) FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.OR

Default by Buyer. IN THE EVENT THAT IF BUYER FAILS TO PERFORM ANY OF PURCHASE THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY WHEN IT IS OBLIGATED TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH DO SO UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREEMENT, SELLER MAYSELLER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND ESCROW HOLDERSELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, WHEREUPON ESCROW HOLDER WILL DELIVER KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF SUCH DEFAULT BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WOULD SUFFER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE EVENT THAT BUYER DEFAULTS IS AND LIQUIDATED DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR AND IN EQUITY), SAID AMOUNT SHALL TO WHICH SELLER MIGHT OTHERWISE BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT ENTITLED BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT REASON OF BUYER’S BREACH DEFAULT, EXCEPT AS SET FORTH IN PARAGRAPH 13.2 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED PARAGRAPH 7.5.1 AND BY SELLERTHE INITIALS OF THEIR REPRESENTATIVES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SUCH PAYMENT INITIALS OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT REPRESENTATIVE INITIALS OF BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.REPRESENTATIVE

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM OF ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED DEFAULT BY BUYER HEREUNDER, SELLER SHALL BE ENTITLED TO RECEIVE, AS FIXED AND BUYER DOES LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE DEPOSIT, EXCEPT THAT THE FOREGOING SHALL NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER PARAGRAPH 5.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDERSELLER’S ACTUAL DAMAGES), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFERSUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. THEREFORE BUYER AND SELLER DO HEREBY THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS OF BUYER’S DEFAULT OR BREACH HEREUNDER IS AND SHALL BE AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT DEPOSIT WHICH SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE FORFEITURE OR PENALTY WITHIN THE MEANING OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES CALIFORNIA CIVIL CODE 3275 OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER3369. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION FOREGOING SHALL LIMIT BE SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS SOLE AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.EXCLUSIVE REMEDY HEREUNDER. SELLERS INITIALS BUYERS INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSING SHALL NOT OCCUR BY REASON OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)DEFAULT, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, THEN AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR AND IN EQUITY), SAID AMOUNT SELLER MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DISBURSED DELIVERED TO AND RETAINED BY SELLER AS THE FULL, AGREED FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY MAY 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 TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A BREACH RESULT OF BUYER’S DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT. IN THE EVENT THE CLOSING SHALL NOT OCCUR BY REASON OF BUYER’S DEFAULT, THEN THE RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW AND IN EQUITY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERAGREEMENT, INCLUDING SECTION 10.10 BELOW. SUCH PAYMENT THIS SECTION 9.2 SHALL SURVIVE ANY TERMINATION OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESTHIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S RIGHT TO RECEIVE REIMBURSEMENT RIGHTS AND REMEDIES AGAINST BUYER FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 ABOVE OR ANY OTHER OBLIGATIONS SUCH DUE DILIGENCE INDEMNITY SET FORTH IN THE ACCESS AGREEMENT OR BREACH OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.CONFIDENTIALITY UNDER SECTION 10.20 BELOW). /s/ S.R. /s/ D.S. BUYER’S INITIALS SELLER’S INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)In the event that Buyer fails to consummate this Contract for any reason, SELLER MAYexcept Seller's default or the permitted termination of this Contract by Buyer as herein expressly provided, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYSeller shall be entitled, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDERas its sole remedy, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND to terminate this Contract and receive the ▇▇▇▇▇▇▇ AGREE Money as liquidated damages for the breach of this Contract. In the event that Buyer closes under this Contract and then fails to fully and timely perform any of its other obligations under this Contract that survive or are performable after the Closing, Seller may seek all remedies available at law or in equity. IF THIS TRANSACTION FAILS TO CLOSE DUE TO BUYER'S DEFAULT, 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: (A) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSE OF ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS CONTRACT; (B) PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (C) IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. FURTHERMORE, BUYER ACKNOWLEDGES SELLER HAD OTHER OPPORTUNITIES TO SELL THE PROPERTY AND RELIED UPON THE REPRESENTATIONS OF BUYER THAT IT WOULD PERFORM AND PURCHASE THE PROPERTY FROM SELLER. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFERLIABLE SHOULD BUYER BREACH THIS AGREEMENT. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL LAWSUIT TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT AGREEMENT. THEREFORE, THE SUM REPRESENTED BY THE BUYER, ALL OTHER CLAIMS 'S ▇▇▇▇▇▇▇ MONEY SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES OR OTHER REMEDIES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND SELLER'S SOLE AND EXCLUSIVE REMEDY IN RESPECT THE EVENT OF THE FAILURE TO CLOSE ESCROW DUE TO BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER'S DEFAULT. SUCH THE PARTIES ACKNOWLEDGE THAT PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. IN CONSIDERATION OF THE PAYMENT OF LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE. NOTHING BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS SECTION SHALL LIMIT SECTION. _______________ BUYER'S INITIALS ________________ SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.'S INITIALS

Default by Buyer. IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE EVENT PROPERTY FROM SELLER UNDER THIS AGREEMENT, (A) BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE THE PROPERTY, (B) SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER, (C) BUYER SHALL PROMPTLY RETURN TO SELLER THE SELLER DELIVERIES THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF PREVIOUSLY RECEIVED FROM SELLER AND SHALL PROMPTLY DELIVER WRITTEN VERIFICATION THAT ALL ELECTRONIC COPIES HAVE BEEN PERMANENTLY DELETED, AND (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT D) SELLER SHALL APPLY TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE REMEDY FOR BUYER’S FAILURE TO CONSUMMATE PURCHASE THE CLOSING ON THE CLOSING DATE PROPERTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS LIEU OF ANY RIGHT TO ANY OTHER DAMAGES OR ANY RIGHT TO SPECIFIC PERFORMANCE OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREEMENT; PROVIDED, SELLER MAYHOWEVER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT TERMINATE OR OTHERWISE AFFECT THE INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT, SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT EXERCISE ALL AVAILABLE REMEDIES IN THE EVENT OF A DEFAULT BY BUYER IN ANY OF BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT, OR SELLER’S RIGHT TO RECOVER COSTS AND FEES PURSUANT TO SECTION 7.3 OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT, BASED UPON THE CIRCUMSTANCES NOW EXISTING, AND AFTER THOROUGH AND CAREFUL ANALYSIS, THE FOREGOING AMOUNT IS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER MAY SUSTAIN IN THE EVENT OF BUYER’S FAILURE TO PURCHASE THE PROPERTY HEREUNDER. RETENTION OF SUCH AMOUNT BY SELLER SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT SHALL CONSTITUTE LIQUIDATED DAMAGES.

Default by Buyer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE EVENT THAT THIS AGREEMENT, IF BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES HAS NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE TERMINATED THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SET FORTH IN THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)IF THE SALE OF THE PROPERTIES TO BUYER IS NOT CONSUMMATED OTHER THAN SOLELY AND DIRECTLY DUE TO A SELLER DEFAULT, SELLER MAYTHEN SELLERS, AT ITS OPTION AND AS ITS SELLERS’ SOLE AND EXCLUSIVE REMEDY, BUT SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT, MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL DELIVERED TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AND RETAINED BY SELLERS AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED FULL COMPENSATION AND LIQUIDATED DAMAGES FOR A BREACH OF UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY BUYERTHIS AGREEMENT AND THAT THE PROPERTIES MAY BE REMOVED FROM THE MARKET; FURTHER, ALL OTHER CLAIMS THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO DAMAGES ASCERTAIN THE EXTENT OF DETRIMENT TO SELLERS CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR OTHER REMEDIES IN RESPECT THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT. THIS SECTION 9.2 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESAGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT OR IMPAIR ANY OF SELLERS’ RIGHTS AND REMEDIES AGAINST BUYER FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 OR ANY OTHER OBLIGATIONS BREACH OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTCONFIDENTIALITY UNDER SECTION 10.17 BELOW).

Default by Buyer. IN THE EVENT THAT IF BUYER FAILS TO PERFORM ANY OF PURCHASE THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY WHEN IT IS OBLIGATED TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH DO SO UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREEMENT, SELLER MAYSELLER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND ESCROW HOLDERSELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, WHEREUPON ESCROW HOLDER WILL DELIVER KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF SUCH DEFAULT BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WOULD SUFFER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE EVENT THAT BUYER DEFAULTS IS AND LIQUIDATED DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), SAID AMOUNT SHALL TO WHICH SELLER MIGHT OTHERWISE BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT ENTITLED BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT REASON OF BUYER’S BREACH DEFAULT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED PARAGRAPH 7.5.1 AND BY SELLERTHEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT ______________________SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT INITIALS ____________________BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A MATERIAL BREACH OF THIS AGREEMENT BY BUYERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S 'S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.OBLIGATIONS. 753659.08/▇▇▇▇▇▇▇▇▇-00001/4-20-16/pjr/pjr -21- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] _________________________ ________________________ SELLER'S INITIALS BUYER'S INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTOBLIGATIONS.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT, FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SECTION 1.2 HEREOF, THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS IN THE EVENT FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND AS ITS SOLE AND EXCLUSIVE REMEDYCONDITIONS OF SECTION 1.2 HEREOF, THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND RETAIN THE OPTION PAYMENT AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, BUT AS FULL LIQUIDATED DAMAGESOR ANY SIMILAR PROVISION. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/CJS Buyer’s Initials: /s/HD/ /s/HSD, /s/HHD

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM IN THE ---------------- PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER PRIOR TO THE CLOSE OF ESCROW, OR IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO DEFAULT IN BUYER’S FAILURE TO CONSUMMATE 'S OBLIGATIONS HEREUNDER, THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER MAY SUFFERIF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER THEREFORE, IN THE EVENT THAT BUYER DEFAULTS IS AND THE CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, SELLER SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDENTITLED, AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE DEPOSIT (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT AND ALL INTEREST ACCRUED THEREON) SHALL BE DISBURSED TO RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE FULL, AGREED AND PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S SECTION. SELLER WAIVES ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT 1680 OR ANY OTHER OBLIGATIONS APPLICABLE LAW. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS OF BUYER THAT THIS SECTION 6.2 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS BELOW AGREE TO BE BOUND BY ITS TERMS. CAM RES ---------------- ----------------- Buyer's Initials Seller's Initials

Default by Buyer. IF THE TRANSACTION HEREIN PROVIDED AS TO ANY PROPERTY OR PROPERTIES SHALL NOT CLOSE ON ACCOUNT OF BUYER’S DEFAULT IN THE EVENT THAT PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES OF BUYER, AND IF BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE DEFAULT OR BREACH WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF AFTER WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SELLERS, THEN THE APPLICABLE SHARE OF THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLERS AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE CLOSE (AND IF THE CLOSING ON AGREEMENT SHALL NOT BE CLOSED IN ITS ENTIRETY, THEN THE CLOSING DATE ENTIRE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLERS). IN ACCORDANCE CONNECTION WITH THE TERMS AND CONDITIONS OF FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)THAT THE PROPERTIES WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE FAILURE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT THAT BUYER DEFAULTS IS AND THE SALE OF THE PROPERTIES SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT (OR THE APPLICABLE SHARE THEREOF) SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SAID AMOUNT SHALL BE DISBURSED SUBJECT TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH PROVISIONS OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN THAT EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS SURVIVE A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Buyer. THE PARTIES HAVE DETERMINED THAT IF BUYER DEFAULTS UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW, AFTER THE END OF THE INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS CONTEMPLATED HEREUNDER, THE DAMAGES TO SELLER WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. IN ADDITION, BUYER WISHES TO LIMIT ITS LIABILITY IN THE EVENT THAT BUYER FAILS DEFAULTS UNDER THIS AGREEMENT BY FAILING TO PERFORM ANY CLOSE ESCROW FOR THE PURCHASE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROJECT, AND SELLER HAS AGREED TO BE PERFORMED BY A LIMITATION. THE PARTIES THUS AGREE THAT SHOULD BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF DEFAULT UNDER THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT BY FAILING TO CLOSE ESCROW, AFTER THE END OF THE INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS CONTEMPLATED HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS THE SOLE AND EXCLUSIVE REMEDYREMEDY OF SELLER, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE AT LAW OR IN EQUITY, SHALL BE TO RECOVER ALL OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇▇ MONEY DEPOSIT THEN DEPOSITED BY BUYER INTO ESCROW (AND ANY INTEREST EARNED THEREON IN ESCROW), LESS THE AMOUNT OF ALL ESCROW AND TITLE FEES OR CHARGES INCURRED IN CONNECTION WITH THE ESCROW, WHICH THE PARTIES HERETO AGREE THAT IT WOULD TO BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES TO BE INCURRED BY SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS OF SUCH DEFAULT. SUCH SUM SHALL CONSTITUTE AND SHALL BE AN AMOUNT EQUAL DEEMED TO BE THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERSELLER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT WHICH IS NOT INTENDED AS TO BE A FORFEITURE OR PENALTY, BUT AS FULL WHICH IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION SHALL 8.2 LIMIT SELLERTHE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S RIGHT OBLIGATION TO RECEIVE REIMBURSEMENT FOR INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, (B) ATTORNEYS’ FEES AND COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOWINCURRED IN ENFORCING THIS AGREEMENT, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY (C) OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT WHICH BY THEIR TERMS SURVIVE CLOSE OF ESCROW, OR (D) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 8.2 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO CONSULT WITH COUNSEL TO REVIEW THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. THIS SECTION 8.2 SHALL SURVIVE THE CLOSING OR ANY BREACH OR TERMINATION OF THIS AGREEMENT.. Seller’s Initials /s/SP /s/SP /s/SP Buyer’s Initials /s/ DP

Default by Buyer. IF THE CLOSING DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY ITS CLOSING OBLIGATIONS AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, THEN BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT IF BUYER DEFAULTS AND DOES NOT COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE INTEREST ACCRUED INTEREST THEREONTHEREON IN ESCROW; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BUYER WHICH RESULTS IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERTHE CLOSING NOT OCCURRING. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW18.5, NOR OR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER OBLIGATIONS. IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND BUYER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER OBLIGATIONS ACTIONS WITH RESPECT THERETO (INCLUDING THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN THE NAMED BUYER THAT (AND ANY TRANSFEREE OR ASSIGNEE OF BUYER’S INTEREST HEREUNDER) SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY THEIR TERMS SURVIVE THE TERMINATION SELLER BY REASON OF THIS AGREEMENT.SUCH ACTION TO CONTEST BY BUYER. /s/ GY /s/ JG SELLER’S INITIALS BUYER’S INITIALS

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, SELLER MAYBE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGESIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND ▇▇▇▇▇▇ SELLER, AFTER DUE NEGOTIATION, HEREBY ACTIVE 31157768v21 ‑27‑ ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT AMOUNT OF THE REIMBURSABLE EXPENSES REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT THAT OF SUCH BUYER DEFAULTS IS DEFAULT. BUYER AND SHALL BE AN AMOUNT EQUAL SELLER HEREBY AGREE THAT, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLERCONDITIONS TO BUYER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR IN EQUITYWAIVED), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF MAY TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND CANCEL THE ESCROW, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF WHICH EVENT BUYER SHALL PAY SELLER THE DEPOSIT IS NOT INTENDED REIMBURSABLE EXPENSES AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. SUCH RECEIPT OF THE REIMBURSABLE EXPENSES BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials on Behalf of All Seller Parties /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS Buyer's Initials on Behalf of All Buyer Parties /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS

Default by Buyer. IN THE EVENT THAT BUYER FAILS THE ESCROW AND THIS TRANSACTION FAIL TO PERFORM ANY CLOSE SOLELY AS A RESULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS IN THE PERFORMANCE OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT ITS OBLIGATIONS HEREUNDER), SELLER MAYSELLER, AT ITS OPTION AND AS ITS SELLER'S SOLE AND EXCLUSIVE REMEDY, TERMINATE IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF BUYER'S DEFAULT, THEN (I) THIS AGREEMENT BY GIVING WRITTEN NOTICE AND THE RIGHTS AND OBLIGATIONS OF TERMINATION BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (II) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (III) ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL AGENT SHALL DELIVER THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER AS LIQUIDATED DAMAGES. BUYER PURSUANT TO SELLER'S INSTRUCTIONS, AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SAME SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY DAMAGES, AND (IV) ALL TITLE COMPANY AND ESCROW AGENT CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSING SHALL NOT OCCUR BY REASON OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)DEFAULT, SELLER MAY, AT ITS OPTION AND THEN AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR AND IN EQUITY), SAID AMOUNT SELLERS MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DISBURSED DELIVERED TO SELLER AND RETAINED BY SELLERS AS THE FULL, AGREED FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTIES MAY BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLERS CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A BREACH RESULT OF BUYER’S DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT. IN THE EVENT THE CLOSING SHALL NOT OCCUR BY REASON OF BUYER’S DEFAULT, THEN THE RETENTION OF THE DEPOSIT SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY AT LAW AND IN EQUITY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERAGREEMENT, INCLUDING SECTION 10.10 BELOW. SUCH PAYMENT THIS SECTION 9.2 SHALL SURVIVE ANY TERMINATION OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESTHIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT OR IMPAIR ANY OF SELLERS’ RIGHTS AND REMEDIES AGAINST BUYER FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 ABOVE OR ANY OTHER OBLIGATIONS SUCH DUE DILIGENCE INDEMNITY SET FORTH IN THE ACCESS AGREEMENT OR BREACH OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.CONFIDENTIALITY UNDER SECTION 10.20 BELOW). /s/AK /s/AC BUYER’S INITIALS SELLERS’ INITIALS

Default by Buyer. IN THE EVENT THAT BUYER IF THIS TRANSACTION FAILS TO PERFORM CLOSE AS A RESULT OF A MATERIAL DEFAULT BY BUYER WITH RESPECT TO ANY OF THE TERMS OF THIS AGREEMENT, AND SUCH MATERIAL COVENANTS DEFAULT CONTINUES FOR A PERIOD OF TEN (10) DAYS AFTER SELLER NOTIFIES BUYER IN WRITING OF SUCH EVENT, SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH MATERIAL DEFAULT SHALL BE THE RIGHT TO CANCEL AND TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN THE DEPOSIT PLUS RECEIVE AND RETAIN FROM BUYER THE SUM OF SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000.00) AS LIQUIDATED DAMAGES, IT BEING UNDERSTOOD AND AGREED THAT SELLER IS HEREBY RELEASING AND/OR AGREEMENTS CONTAINED HEREIN WHICH ARE WAIVING ANY RIGHT IT MIGHT HAVE EITHER TO BE PERFORMED BY BUYER SPECIFICALLY ENFORCE THIS AGREEMENT OR TO ▇▇▇ FOR ANY OTHER OR ADDITIONAL DAMAGES. SELLER HAS AGREED TO THIS LIQUIDATED DAMAGE PROVISION BECAUSE OF THE DIFFICULTY OF ASCERTAINING SELLER'S ACTUAL DAMAGES GIVEN THE UNCERTAINTIES OF THE REAL ESTATE MARKET, FLUCTUATING PROPERTY VALUES AND BUYER DOES NOT CURE DIFFERENCES OF OPINION WITH RESPECT TO SUCH FAILURE MATTERS. UNLESS SELLER WAIVES THE BUYER'S DEFAULT IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER THE EXPIRATION OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO THE 10-DAY PERIOD SPECIFIED IN THE PRECEDING SENTENCE, OR SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF DEFAULT IS CURED WITHIN SUCH 10-DAY PERIOD, THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, AUTOMATICALLY TERMINATE THIS AGREEMENT BY GIVING WRITTEN EFFECTIVE FIFTEEN (15) DAYS AFTER THE NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDERDEFAULT IS GIVEN WITHOUT THE NECESSITY OF FURTHER NOTICE BEING GIVEN. UPON SUCH TERMINATION, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND EACH PARTY SHALL BE AN AMOUNT EQUAL RELEASED FROM ALL DUTIES OR OBLIGATIONS CONTAINED HEREIN, EXCEPT FOR THOSE SUCH OBLIGATIONS THAT SPECIFICALLY SURVIVE TERMINATION INCLUDING, WITHOUT LIMITATION, BUYER'S OBLIGATIONS TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND PAY LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTHEREUNDER.

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED UPON DEFAULT BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING UPON WRITTEN NOTICE OF TERMINATION TO BUYER AND THE ESCROW HOLDER. IN SUCH EVENT, WHEREUPON ESCROW HOLDER WILL DELIVER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇▇ MONEY DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AS LIQUIDATED DAMAGES AND, EXCEPT FOR BUYER'S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE OF BUYER'S DEFAULT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE BUYER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND SELLER DO HEREBY AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED WILL INCUR AS A PENALTYRESULT OF SUCH DEFAULT; PROVIDED, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN HOWEVER, THAT THIS SECTION PROVISION SHALL NOT: (A) LIMIT SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR ATTORNEYS' FEES; (B) WAIVE OR AFFECT BUYER’S 'S INDEMNITY OBLIGATIONS AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.SELLER'S RIGHTS TO SUCH INDEMNITY; OR

Default by Buyer. IN IF THE EVENT THAT BUYER SUB-ESCROW FAILS TO PERFORM ANY CLOSE BECAUSE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED A DEFAULT BY BUYER, THEN BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON INSTRUCTS ESCROW HOLDER WILL TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGESDAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER AND ▇▇▇▇▇▇ AGREE THAT IT HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPOSSIBLE TO ESTIMATE DETERMINE, THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER DEPOSIT IS THE PARTIES' BEST AND SELLER DO HEREBY AGREE THAT A REASONABLE MOST ACCURATE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES SELLER WOULD SUFFER IN THE EVENT THAT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER DEFAULTS IS AND SHALL BE BRINGS AN AMOUNT EQUAL ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, TOGETHER WITH AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE ACCRUED INTEREST THEREON; LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR PROVIDED IN EQUITY)SECTION 10.1, SAID AMOUNT SHALL BE DISBURSED IN ADDITION TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS AGREEMENT BY BUYERSECTION, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT AND SELLER OR ANY OTHER OBLIGATIONS MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.BUYER IS IN DEFAULT UNDER Seller Initials Buyer Initials

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE 'S OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS THE SOLE AND EXCLUSIVE REMEDYREMEDY OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials: _____________ Buyer's Initials: _____________

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER MAYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AT ITS OPTION AND AS ITS SOLE WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. ▇▇▇▇▇ AND EXCLUSIVE REMEDYSELLER, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE AFTER DUE NEGOTIATION, ▇▇▇▇▇▇ ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER AS LIQUIDATED DAMAGESWILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER MAY, IN THE EVENT THAT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULTS DEFAULT, AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT AS PROVIDED IN SECTION 13.2 BELOW, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND SHALL BE AN AMOUNT EQUAL TO ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT, TOGETHER WITH IN FULL SATISFACTION OF ANY AND ALL CLAIMS SELLER MAY HAVE NOW OR IN THE ACCRUED INTEREST THEREON; ANDFUTURE HAVE AGAINST BUYER (SUBJECT TO THE TERMS AND PROVISIONS OF THE LAST PARAGRAPH IN THIS SECTION 13.1), AND AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL DELIVER THE DEPOSIT TO SELLER NO EARLIER THAN THREE (3) BUSINESS DAYS AFTER ESCROW HOLDER’S AND BUYER’S RECEIPT OF SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW NOTICE; PROVIDED, HOWEVER, IN THE EVENT BUYER DELIVERS A WRITTEN OBJECTION TO SELLER’S NOTICE WITHIN THE TIME PERIOD SET FORTH ABOVE, ESCROW HOLDER SHALL NOT RELEASE THE DEPOSIT TO SELLER UNTIL SUCH TIME THAT JOINT DIRECTION IS ISSUED BY THE PARTIES, OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A COURT OF GENERAL JURISDICTION IN THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES COUNTY OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERCIRCUIT WHERE THE PROPERTY IS LOCATED. SUCH PAYMENT OF THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ BAK

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSE OF ESCROW AND THE CONSUMMATION OF THE MATERIAL COVENANTS TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BREACH BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE THEREFORE, IN THE EVENT OF ANY DEFAULT OR BREACH BY BUYER WHICH DELAYS THE CLOSE OF ESCROW OR INTERFERES WITH THE CONSUMMATION OF THE TRANSACTION, WHICH DEFAULT OR BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER WRITTEN NOTICE IS GIVEN BY SELLER TO BUYER, THIS AGREEMENT SHALL TERMINATE AND BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDBE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE ENTIRE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) TOGETHER WITH ANY OTHER SUMS PAID OR RELEASED TO SELLER UNDER THIS AGREEMENT. SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOWUPON DEFAULT BY BUYER, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR ANY OBLIGATIONS HEREUNDER, EACH TO THE OTHER OBLIGATIONS EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTAND ESCROW HOLDER.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE 'S OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FOREFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials: _____________ Buyer's Initials: WLO -------------

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)In the event that this transaction fails to close by reason of any default by Buyer, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND all ▇▇▇▇▇▇▇ Money shall be forfeited by Buyer and released from escrow to Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH SELLER MAY SUFFER. THEREFORE BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DO HEREBY AGREE DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL LAWSUIT TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERAGREEMENT. THEREFORE, ALL OTHER CLAIMS TO THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES OR OTHER REMEDIES IN RESPECT PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S BREACH OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLER IN ADDITION TO LIQUIDATED DAMAGES. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION SHALL AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WAS MADE, EXPLAINED THE CONSEQUENCES OF THIS SECTION TO IT. THIS SECTION DOES NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS WHICH, 13 - Purchase and Sale Agreement AS OTHERWISE PROVIDED HEREIN, SURVIVE THE TERMINATION OF THIS AGREEMENT.. BUYER’S INITIALS: _/s/ ST___ SELLER’S INITIALS: _/s/ BC___

Default by Buyer. IN THE EVENT THAT CLOSING DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER FAILS TO PERFORM ANY FOLLOWING THE EXPIRATION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER DUE DILIGENCE PERIOD AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS DEFAULT REMAINS UNCURED AS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER(A “BUYER DEFAULT”), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER SELLERS MAY SUFFER. THEREFORE BUYER AND SELLER SELLERS DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER SELLERS WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY DEFAULTS FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTIES IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER SELLERS AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A MATERIAL BREACH OF THIS AGREEMENT BY BUYER▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ The Charleston Cedar Hills, Utah BUYER FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD WHICH RESULTS IN CLOSING NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S MATERIAL BREACH OF THIS AGREEMENT FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLERS. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT ANY SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 14.11 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 13.2 BELOW, BUYER AND EACH SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. THE PROVISIONS OF THIS SECTION 13.2 SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)In the event that this transaction fails to close by reason of any default by Buyer, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND all ▇▇▇▇▇▇▇ Money shall be forfeited by Buyer and released from escrow to Seller, which shall be Seller’s sole and exclusive remedy on account of Buyer’s default. Buyer shall only be in default or breach under this Agreement, if Buyer has failed to cure a default hereunder within three (3) business days from Buyer’s receipt of Seller’s written notice to cure such breach. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER AFTER SELLER HAS GIVEN BUYER NOTICE AS SET FORTH IN SECTION 16.2 ABOVE, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH SELLER MAY SUFFER. THEREFORE BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DO HEREBY AGREE DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL LAWSUIT TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERAGREEMENT. THEREFORE, ALL OTHER CLAIMS TO THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES OR OTHER REMEDIES IN RESPECT PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S BREACH OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLER IN ADDITION TO LIQUIDATED DAMAGES. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE §§ 1671 AND 1677. NOTHING CONTAINED BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THE FACT THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.SUCH PARTY WAS REPRESENTED

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSING AND THE CONSUMMATION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED TRANSACTION HEREIN WHICH ARE TO BE PERFORMED CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY 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 MAY SUFFERWILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT OR LIMIT BUYER’S RELEASE OR INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE RELEASE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), . SAID AMOUNT SHALL WILL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT DAMAGES TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES SELLER PURSUANT TO CALIFORNIA. CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 18.5 BELOW3389. UPON DEFAULT BY BUYER, NOR WAIVE OR AFFECT THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER’S INDEMNITY AND CONFIDENTIALITY OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF BUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER, OR TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.SURVIVING INDEMNITY PROVISIONS. Buyer’s Initials: Stephen Coree Seller’s Initials: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE SALE OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO BE PERFORMED ANY DEFAULT BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THE PARTIES ACKNOWLEDGE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE SELLER’S ACTUAL DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 6.1, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND SHALL BE AN AMOUNT EQUAL TO ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER REMEDY, AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR, INCLUDING ANY RIGHT IN EQUITY TO SELLER AS THE FULLSEEK SPECIFIC PERFORMANCE HEREOF, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION SHALL 6.1 (1) LIMIT SELLERTHE DAMAGES RECOVERABLE BY MPG UNDER THE FRAMEWORK AGREEMENT OR MPG’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS EXERCISE ANY AND EXPENSES PURSUANT ALL OF ITS REMEDIES THEREUNDER; OR (2) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE HEREWITH, OR (B) THIRD PARTY CLAIMS. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. BY THEIR SEPARATELY EXECUTING THIS SECTION 18.5 BELOW6.1, NOR WAIVE OR AFFECT BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER’S INITIALS BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS /s/ JLA /s/ JB

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE (OR RETAIN, IF SELLER ALREADY HOLDS THE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, BUT AS FULL LIQUIDATED DAMAGESOR ANY SIMILAR PROVISION. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ PMM

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES PROVIDED SELLER IS NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE OTHERWISE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)DEFAULT, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S 'S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTOBLIGATIONS.

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE In the event Buyer has elected to proceed with the transaction set forth herein beyond the Inspection Period, in the event of a breach of Buyer’s obligations herein, without default of Seller, Seller’s sole legal and equitable remedy shall be to terminate this Agreement and retain the Deposit as AGREED LIQUIDATED DAMAGES for such breach, and upon payment in full to Seller of the Deposit, the parties hereto shall have no further rights, claims, liabilities or obligations under this Agreement (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDERexcept the indemnity and insurance obligations of Buyer, for which Seller, in the event of a breach thereof by Buyer, shall have available to it all remedies at law or in equity), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. 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 FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY 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 MAY SUFFERWILL INCUR AS A RESULT OF SUCH FAILURE. THEREFORE 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE E▇▇▇▇▇▇ MONEY DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), . SAID AMOUNT SHALL WILL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.Buyer’s Initials: /s/ CM Seller’s Initials: /s/ WCO

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM IN THE ---------------- PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE MATERIAL COVENANTS CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR AGREEMENTS CONTAINED HEREIN WHICH ARE IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO BE PERFORMED OCCUR BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS REASON OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO A DEFAULT IN BUYER’S FAILURE TO CONSUMMATE 'S OBLIGATIONS HEREUNDER, THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER MAY SUFFERIF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER THEREFORE, IN THE EVENT THAT BUYER DEFAULTS IS AND THE CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, SELLER SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDENTITLED, AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE SELLER SHALL RETAIN ANY PORTION OF THE INITIAL DEPOSIT, THE APRIL 20 DEPOSIT, THE MAY 12 DEPOSIT AND/OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED THE FINAL DEPOSIT ALREADY RELEASED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS ITS DUE DILIGENCE EXPENSES PURSUANT TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERARTICLE 4 ABOVE. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S SECTION. SELLER WAIVES ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT 1680 OR ANY OTHER OBLIGATIONS APPLICABLE LAW. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS OF BUYER THAT THIS SECTION 6.2 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTINITIALS BELOW AGREE TO BE BOUND BY ITS TERMS. SLM TLC ----------------- ---------------- Buyer's Initials Seller's Initials J. The Purchase Agreement and the Side Letter are hereby amended to provide that the date by which Buyer and Seller shall negotiate in reasonable good faith to finalize the remaining provisions of Exhibits E, G, K, L, M, M-I, Q, Y and CC and attach them to the Purchase Agreement shall be May 12, 2000. In addition, Buyer and Seller shall negotiate in reasonable good faith to finalize the following new and revised Exhibits on or prior to May 12, 2000: (i) Exhibit F (to replace existing Exhibit F), (ii) Exhibit H (to replace existing Exhibits H and U), (iii) Exhibit J (to replace existing Exhibit J), (iv) Exhibit O (to replace existing Exhibit O), (v) Exhibit P (to replace existing Exhibit P), (vi) Exhibit R (to replace existing Exhibit R), (vii) Exhibit S (to replace existing Exhibit S), (viii) Exhibit V (to replace existing Exhibit V), (ix) Exhibit W (to replace existing Exhibit W), (x) Exhibit Z (to replace existing Exhibit Z), (xi) Exhibits AA and BB (to replace existing Exhibits AA and BB), and (xii) a new Exhibit EE, which shall set forth the form of any agreement between Buyer and KVI, KRC, WVRT and West Valley MRF, LLC regarding certain environmental and other covenants and indemnities affecting the Tar Pits Parcel, the Household Hazardous Waste Parcel and the MRF Parcel. During the time between the date hereof and May 12, 2000, the Parties shall diligently and in reasonable good faith attempt to finalize such Exhibits, and new and revised Exhibits. In the event that all of such Exhibits, and such new and revised Exhibits are not so agreed upon on or prior to May 12, 2000, then either Buyer or Seller may terminate the Purchase Agreement, in which event the provisions of Section 4.7 thereto shall apply as if Buyer had terminated the Purchase Agreement and thus, any portion of the Initial Deposit and the April 20 Deposit theretofore released to Seller shall not be refunded to Buyer.

Default by Buyer. IN Liquidated Damages. IF THE EVENT THAT CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE TO THE DEFAULT OR BREACH BY BUYER FAILS TO PERFORM ANY UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED 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 BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS ANY INTEREST ACCRUED THEREON AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL OF RECEIPT THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF WRITTEN NOTICE THEREOF FROM THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO THE RANGE OF HARM TO SELLER (PROVIDED THAT NO SUCH NOTICE REASONABLY COULD BE ANTICIPATED, AND CURE RIGHT SHALL APPLY THE ANTICIPATION THAT PROVING ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICABLE AND EXTREMELY DIFFICULT. THE PARTIES FURTHER AGREE THAT, EXCEPT AS TO BUYER’S FAILURE OBLIGATION OF INDEMNITY AND DUTY TO CONSUMMATE 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 ON NOT OCCURRING BY THE CLOSING DATE DUE TO BUYER’S DEFAULT OR BREACH UNDER THIS AGREEMENT, AND THAT, IN ACCORDANCE WITH SUCH EVENT, BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE THE TERMS PROPERTY OR OTHER RIGHTS UNDER THIS AGREEMENT, THROUGH SPECIFIC PERFORMANCE OR OTHERWISE. THE PARTIES FURTHER AGREE THAT THIS SECTION 7.1 SHALL SPECIFICALLY CONSTITUTE A WAIVER OF SELLERS RIGHT TO SPECIFIC PERFORMANCE, AS SET FORTH IN CALIFORNIA CIVIL CODE SECTIONS 1680 AND CONDITIONS OF THIS AGREEMENT 3389 AND ANY INTERPRETIVE CASE LAW UNDER SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)SECTIONS, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND INCLUDING ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (1981) 29 CAL.3D 345. THE PARTIES FURTHER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY SAN ▇▇▇▇▇▇▇ 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 SECTION 3275 OR 3369, BUT AS FULL INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT DAMAGES TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES SELLER PURSUANT TO SECTION 18.5 CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, NOR WAIVE 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 LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE, OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS 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 ANY OTHER OBLIGATIONS INDIVIDUAL MEMBER, DIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF HAVE ANY LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. /s/ AH /s/ LP Seller’s Initials Buyer’s Initials 7.2.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTCONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE SOLELY TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER WAIVED) AND BUYER DOES IF SUCH DEFAULT IS NOT CURE SUCH FAILURE CURED WITHIN FIVE (5) BUSINESS DAYS OF AFTER BUYER’S RECEIPT OF WRITTEN NOTICE THEREOF FROM THEREOF, SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW HOLDER WILL DELIVER AND RECEIVE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, (ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY WAIVED), AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3 AND 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: _____________ Buyer’s Initials: _____________

Default by Buyer. IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER FAILS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND ABLE TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT ITS OBLIGATIONS HEREUNDER), SELLER MAYSELLER, AT ITS OPTION AND AS ITS SELLER'S SOLE AND EXCLUSIVE REMEDY, TERMINATE IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (INCLUDING INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF BUYER'S DEFAULT AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (1) THIS AGREEMENT BY GIVING WRITTEN NOTICE AND THE RIGHTS AND OBLIGATIONS OF TERMINATION BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, AND (3) ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL AGENT SHALL DELIVER THE DEPOSIT (INCLUDING INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT TO SELLER AS LIQUIDATED DAMAGES. BUYER PURSUANT TO SELLER'S INSTRUCTIONS, AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SAME SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT BY BUYERSECTION 13.1, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTINITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Default by Buyer. IN THE EVENT THAT IF BUYER FAILS TO PERFORM ANY OF PURCHASE THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE PROPERTY WHEN IT IS OBLIGATED TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH DO SO UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)AGREEMENT, SELLER MAYSELLER, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND ESCROW HOLDERSELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, WHEREUPON ESCROW HOLDER WILL DELIVER KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF SUCH DEFAULT BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WOULD SUFFER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE EVENT THAT BUYER DEFAULTS IS AND LIQUIDATED DAMAGES SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), SAID AMOUNT SHALL TO WHICH SELLER MIGHT OTHERWISE BE DISBURSED TO ENTITLED BY REASON OF BUYER’S DEFAULT. SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, EXPRESSLY WAIVES ALL OTHER CLAIMS FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, PUNITIVE AND CONTRACTUAL DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 7.4.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BE BOUND BY ITS TERMS. /S/GC BC /S/ DW SELLER’S INITIALS BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS

Default by Buyer. IN IF THE EVENT THAT BUYER FAILS TO PERFORM ANY CLOSING AND THE CONSUMMATION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED TRANSACTION HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER CONTEMPLATED DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING OCCUR ON OR BEFORE THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS AS HEREIN PROVIDED BY REASON OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE ANY DEFAULT HEREUNDER)OF BUYER, SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDBE, AS SELLER’S SOLE AND 'S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT AND ALL INTEREST THEREON. SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING CONTAINED IN BUYER AND SELLER HEREBY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND/OR ESCROW HOLDER. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 13.2 SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY 'S OBLIGATIONS UNDER THIS AGREEMENT SECTION 14.2 BELOW OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.SELLER'S RIGHTS UNDER SECTION 14.8 BELOW. ________________ _________________ BUYER'S INITIALS SELLER'S INITIALS

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE In the event that this transaction fails to close by reason of any default by Buyer not cured within ten (510) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER days after written notice from Seller, or, if the default is of such a nature that it cannot reasonably be cured within ten (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER)10) days, SELLER MAYif Buyer fails to commence the cure with such ten (10) day period and thereafter diligently prosecute the same to completion, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND all ▇▇▇▇▇▇▇ Money shall be forfeited by Buyer and released from escrow to Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER AFTER SELLER HAS GIVEN BUYER NOTICE AS SET FORTH IN SECTION 16.2 ABOVE, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH SELLER MAY SUFFER. THEREFORE BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DO HEREBY AGREE DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL LAWSUIT TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYERAGREEMENT. THEREFORE, ALL OTHER CLAIMS TO THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES OR OTHER REMEDIES IN RESPECT PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S BREACH OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLER IN ADDITION TO LIQUIDATED DAMAGES. SUCH THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE DEPOSIT SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO 12 - Purchase and Sale Agreement CONSTITUTE AND REPRESENT LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION SHALL AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WAS MADE, EXPLAINED THE CONSEQUENCES OF THIS SECTION TO IT. THIS SECTION DOES NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS WHICH, AS OTHERWISE PROVIDED HEREIN, SURVIVE THE TERMINATION OF THIS AGREEMENT.. BUYER’S INITIALS: __/s/ ST___ SELLER’S INITIALS: _/s/ GOT___

Default by Buyer. IN THE EVENT THAT BUYER THE ESCROW AND THE PURCHASE AND SALE TRANSACTION CONTEMPLATED HEREBY FAILS TO PERFORM ANY CLOSE SOLELY AS A RESULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICAL AND IMPRACTICABLE OR EXTREMELY DIFFICULT TO ESTIMATE FIX AND THAT THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A AMOUNT OF THE TERMINATION FEE REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE TOTAL NET DETRIMENT PARTIES THEREFORE AGREE THAT SELLER WOULD SUFFER IN THE EVENT THAT ESCROW AND SUCH TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND SHALL BE AN AMOUNT EQUAL ABLE TO THE DEPOSITPERFORM ITS OBLIGATIONS HEREUNDER, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDTHEN, AS SELLER’S SOLE REMEDY, (1) THIS AGREEMENT AND EXCLUSIVE REMEDY THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (WHETHER AT LAW OR IN EQUITY)2) ESCROW AGENT SHALL, SAID AMOUNT AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, AND (3) ESCROW AGENT SHALL DELIVER THE TERMINATION FEE AND INTEREST ACCRUED THEREON THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR OF SELLER (AND NOT A BREACH PENALTY TO BUYER). SELLER HEREBY AGREES THAT, EXCEPT AS HEREINAFTER PROVIDED, THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE TERMINATION THAT EITHER OF THEM MAY FILE A COPY OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT WITH ANY COURT AS EVIDENCE OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENTWAIVER.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT (ALL OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY CONDITIONS TO BUYER’S FAILURE OBLIGATIONS TO CONSUMMATE CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING ON SPECIAL NATURE OF THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYIN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE (OR RETAIN, IF SELLER ALREADY HOLDS THE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGESSELLER. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE SUCH RETENTION OF THE TOTAL NET DETRIMENT THAT DEPOSIT BY SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE AN AMOUNT EQUAL DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN RECOVERY AND RETENTION OF THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; ANDAND EXCEPT AS PROVIDED BELOW IN THIS SECTION 13.1, AS SELLER’S SOLE SELLER SHALL NOT BE ENTITLED TO MAINTAIN ANY ACTION FOR DAMAGES, AND EXCLUSIVE SHALL NOT HAVE ANY OTHER RIGHT OR REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED EQUITY IN THE EVENT THE CLOSE OF ESCROW FAILS TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR OCCUR DUE TO A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGESBUYER DEFAULT. NOTHING CONTAINED IN THIS SECTION 13.1 SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE 15.5 OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (B) IMPAIR OR ANY OTHER LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: /s/CJS Buyer’s Initials: /s/MW

Default by Buyer. IN IF THE EVENT THAT CLOSING DOES NOT OCCUR BY REASON OF ANY ---------------- DEFAULT OF BUYER, THEN SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES FOR ALL OF SELLER'S DETRIMENT AS A CONSEQUENCE OF SUCH DEFAULT (OTHER THAN FOR "EXCLUDED ADDITIONAL ITEMS" DESCRIBED BELOW). FOLLOWING SUCH DEFAULT, WITHIN FIVE DAYS OF SELLER'S REQUEST, BUYER FAILS SHALL DELIVER WRITTEN INSTRUCTIONS TO PERFORM ESCROW HOLDER TO PAY TO SELLER ANY PORTION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED DEPOSIT THEN HELD BY BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ SELLER AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX ACTUAL DAMAGES TO SELLER IN THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER EVENT OF A FAILURE TO CLOSE BY REASON OF BUYER'S DEFAULT AND SELLER DO HEREBY AGREE THAT A THE AMOUNT OF THE DEPOSIT IS THE PARTIES' REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT AMOUNT OF DAMAGES THAT SELLER WOULD SUFFER IN (OTHER THAN FOR EXCLUDED ADDITIONAL ITEMS). THE EVENT THAT BUYER DEFAULTS IS AND SHALL BE AN PAYMENT OF SUCH AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A "FORFEITURE" OR "PENALTY" AS SUCH TERMS ARE USED IN CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 OR OTHERWISE, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671(b), 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. BUYER HEREBY IRREVOCABLY AGREES THAT THIS PROVISION AND THE LIQUIDATED DAMAGES PROVIDED HEREIN ARE REASONABLE. HOWEVER, THE LIQUIDATED DAMAGES IDENTIFIED HEREIN ARE OF VALUE TO SELLER IF, AND ONLY IF, SELLER RECEIVES THE SAME UPON DEFAULT BY BUYER OF ITS PURCHASE OBLIGATIONS HEREUNDER WITHOUT LITIGATION, ARBITRATION OR OTHER PROCEEDING. IF BUYER DISPUTES SELLER'S RIGHT TO SUCH LIQUIDATED DAMAGES, AND THE JUDGE OR ARBITRATOR PRESIDING OVER SUCH PROCEEDING DETERMINES THAT THE CLOSING HAS NOT OCCURRED BY REASON OF A BREACH BY BUYER, OR IF BUYER FAILS TO EXECUTE INSTRUCTIONS TO ESCROW HOLDER AS AND WHEN REQUIRED ABOVE INSTRUCTING IT TO DELIVER THE DEPOSIT TO SELLER, THEN SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AND ALSO INTEREST THEREON AT THE GREATER OF THE LEGAL RATE OR THE AMOUNT OF INTEREST ACTUALLY EARNED ON THE DEPOSIT, FROM THE DATE OF SELLER'S ENTITLEMENT TO THE DEPOSIT UNTIL THE SAME IS PAID. NOTHING CONTAINED IN THE EVENT OF SUCH A PROCEEDING THE PREVAILING PARTY SHALL BE ENTITLED TO COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL PROVISION WILL NOT LIMIT (AND THE LIQUIDATED DAMAGES DISCUSSED ABOVE DO NOT INCLUDE COMPENSATION FOR) "EXCLUDED ADDITIONAL ITEMS," CONSISTING OF THE FOLLOWING: (i) SELLER’S 'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS ATTORNEYS' FEES, (ii) BUYER'S INDEMNITY OBLIGATIONS, AND EXPENSES (iii) BUYER'S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION APPLICABLE PROVISIONS OF THIS AGREEMENT.. ▇▇ ▇▇▇ SDL --------- ----- ----- ----- Buyer's initials Seller's initials

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM THE CLOSING AND THE CONSUMMATION OF ---------------- THE TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN WHICH ARE TO BE PERFORMED BY BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY 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 MAY SUFFER. THEREFORE WILL INCUR AS A RESULT OF SUCH FAILURE; 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; DEPOSIT AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)IF APPLICABLE, SAID AMOUNT SHALL ALSO INCLUDE THE AMOUNT OF THE NON-REFUNDABLE DEPOSIT AS WELL (BOTH OF WHICH INCLUDE ANY ACCRUED INTEREST THEREON); SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYER AND SHALL BE SELLER'S EXCLUSIVE REMEDY FOR BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S 'S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED (EXCEPT FOR BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 5, WHICH MAY ALSO BE ENFORCED BY --------- SELLER). SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT.Buyer's Initials: __________ Seller's Initials: __________

Default by Buyer. If Buyer breaches or fails to perform any obligation herein or there occurs a breach of any Buyer representation or warranty or other terms of this Agreement by Buyer, Seller shall first give notice and opportunity to cure as provided in §6.01 and if the offense is not cured within the time frame therein, BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN SUCH EVENT, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THAT BUYER THE CLOSE OF ESCROW FAILS TO PERFORM ANY OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED HEREIN DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH ARE SELLER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT PRIOR TO BE PERFORMED BY THE CLOSING. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT OF A BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH DEFAULT BEYOND ANY APPLICABLE NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDYPERIOD, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER WILL SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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 DEFAULTS IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT INTENDED AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER EXPRESSLY RESERVES ALL RIGHTS TO INDEMNIFICATION WHICH MAY ARISE HEREIN, AND THE RIGHT TO RECOVER SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS ATTORNEYS’ FEES IN ACCORDANCE WITH §7.12. SELLER’S RIGHTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS §6.04 SHALL SURVIVE THE TERMINATION CLOSE OF THIS AGREEMENTESCROW AND DELIVERY OF THE DEED.

Default by Buyer. IN THE EVENT THAT BUYER FAILS TO PERFORM ANY THE CLOSING AND THE CONSUMMATION OF THE MATERIAL COVENANTS OR AGREEMENTS CONTAINED TRANSACTIONS HEREIN WHICH ARE TO BE PERFORMED CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND BUYER DOES NOT CURE SUCH FAILURE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER (PROVIDED THAT NO SUCH NOTICE AND CURE RIGHT SHALL APPLY TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH FAILURE SHALL CONSTITUTE AN IMMEDIATE DEFAULT HEREUNDER), SELLER MAY, AT ITS OPTION AND AS ITS SOLE AND EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW HOLDER WILL DELIVER THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY 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 20.2 REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER MAY SUFFERWILL INCUR AS A RESULT OF SUCH FAILURE AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT WAIVE, LIMIT OR AFFECT ANY OF THE FOLLOWING (“NON-LIQUIDATED OBLIGATIONS”): (i) BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT; AND (ii) BUYER’S OBLIGATIONS UNDER ANY INDEMNITIES PROVIDED HEREUNDER. THEREFORE 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 DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), . SAID AMOUNT SHALL WILL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A THE BREACH OF THIS AGREEMENT BY BUYERBUYER AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFAULT BY ​ BUYER UNDER THIS AGREEMENT, ALL OTHER CLAIMS SUBJECT TO DAMAGES OR OTHER REMEDIES IN RESPECT OF THE EXCEPTIONS ABOVE PERTAINING TO BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLERNON-LIQUIDATED OBLIGATIONS. SUCH THE PAYMENT OF THE DEPOSIT SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT AS FULL IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER. NOTHING CONTAINED IN UPON DEFAULT BY BUYER, THIS SECTION SHALL LIMIT 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 RECEIVE REIMBURSEMENT FOR COSTS COLLECT AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT RETAIN BUYER’S INDEMNITY AND CONFIDENTIALITY DEPOSIT AS PROVIDED HEREUNDER, NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATIONS OF BUYER THAT BY THEIR TERMS SURVIVE HEREUNDER, EACH TO THE TERMINATION OF THIS AGREEMENT.OTHER. Buyer’s Initials: __________Seller’s Initials: __________