Common use of Default by Buyer Clause in Contracts

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREONXXXXXXX MONEY). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERSELLER PROVIDED HOWEVER THAT NOTHING IN THIS SECTION 25.2 SHALL BE DEEMED A WAIVER OF ENFORCEMENT COSTS OR INDEMNITY OBLIGATIONS THAT SURVIVE TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE COLLECT ITS ENFORCEMENT COSTS AND TO ENFORCE BUYER’S INDEMNIFICCATION OBLIGATIONS HEREUNDER WHICH SURVIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) TERMINATION OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYAGREEMENT. Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THAT 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 ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, AGAINST BUYER IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF OCCUR, INCLUDING ANY DEFAULT OF BUYERRIGHT IN EQUITY TO SEEK SPECIFIC PERFORMANCE HEREOF, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 6.1 (1) LIMIT THE DAMAGES RECOVERABLE BY MPG UNDER THE FRAMEWORK AGREEMENT OR MPG’S RIGHT TO EXERCISE ANY AND 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 6.1, BUYER AND SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, 1676 AND 1677. SELLER HEREBY WAIVES THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE PROVISIONS CONSEQUENCES OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING WAS EXECUTED. SELLER’S INITIALS BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS /s/ JLA /s/ JB

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBY BUYER (OR ANY DEFAULT BY BUYER UNDER THE OTHER PURCHASE AGREEMENTS), BUYER AND SELLER 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 OF SUCH A DEFAULT BY BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)) FOR SUCH BREACH, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES DEPOSIT, AND ANY ACCRUED INTEREST ACCRUING THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE SUCH A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES WITH RESPECT TO SUCH A BREACH BY BUYER BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF UPON SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL BE TERMINATED AND, EXCEPT FOR THE THOSE PROVISIONS OF THIS AGREEMENT THAT WHICH EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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 ESCROW HOLDER. UPON SUCH TERMINATIONNOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 18(b) TO THE CONTRARY, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT, SELLER SHALL BE ENTITLED HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT BUYER OR ANY PARTY RELATED TO RECEIVE OR AFFILIATED WITH BUYER IS ASSERTING ANY CLAIMS OR RIGHT TO THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDEDPROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, HOWEVERINDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY. IF CLOSE OF ESCROW IS CONSUMMATED, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT BUYER FAILS TO PERFORM ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OBLIGATION OF THE TOTAL PURCHASE PRICE BUYER UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOAGREEMENT. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 18(b) TO THE CONTRARY, THE DIFFERENCE REPRESENTED BY SUCH EXCESS FOREGOING SHALL BE RETURNED TO BUYER UPON IN NO EVENT LIMIT BUYER’S OBLIGATIONS UNDER PARAGRAPHS 4(d), 17, 20, 21(e) and 21(m) AND/OR SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsRIGHTS AND REMEDIES IN CONNECTION THEREWITH.

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 THE CLOSING CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND WISHES TO INDUCE SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WAIVE OTHER REMEDIES WHICH SELLER MAY SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO HEREBY SELLER, AFTER DUE NEGOTIATION, XXXXXX ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT 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 AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL DEFAULT PRIOR TO THE DEPOSIT (WHICH INCLUDES CLOSING. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT OF A BUYER DEFAULT BEYOND ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULLAPPLICABLE NOTICE AND CURE PERIOD, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT AND SHALL NOT BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1671CONSTITUTE A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, 1676 SELLER EXPRESSLY RESERVES ALL RIGHTS TO INDEMNIFICATION WHICH MAY ARISE HEREIN, AND 1677THE RIGHT TO RECOVER SELLER’S ATTORNEYS’ FEES IN ACCORDANCE WITH §7.12. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYERSELLER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, RIGHTS AND BUYER’S RELEASES CONTAINED OBLIGATIONS UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION THIS §6.04 SHALL SURVIVE THE CLOSE OF ESCROW AND RETENTION BY SELLER DELIVERY OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH DEED. XXXXX AGREES TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER EXECUTE ESCROW INSTRUCTIONS TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE RELEASE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: Buyer’s Initials:

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 1671, 1676 4.3.1 AND 167714 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/ CSJ Buyer’s Initials: /s/ GRS

Default by Buyer. IN THE EVENT Liquidated Damages. IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR BY THE CLOSING DATE DUE TO THE DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS HEREIN PROVIDED A RESULT OF THE TIMELY DISAPPROVAL BY REASON BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OF BUYEROR BREACH BY SELLER), BUYER AND SELLER THE PARTIES AGREE THAT IT SELLER SHALL BE PAID THE DEPOSIT AND ANY INTEREST ACCRUED THEREON AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROVING ACTUAL DAMAGES WOULD BE IMPRACTICAL COSTLY, IMPRACTICABLE AND EXTREMELY DIFFICULT DIFFICULT. THE PARTIES FURTHER AGREE THAT, EXCEPT AS TO ESTIMATE BUYER’S OBLIGATION OF INDEMNITY AND DUTY TO DEFEND IN SECTION 5.1(a), SUCH AMOUNT SHALL BE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORESOLE DAMAGES, 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 WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY OF SELLER, LEGAL, EQUITABLE OR OTHERWISE, INCLUDING SPECIFIC PERFORMANCE, DAMAGES AND ALL OTHER LEGAL OR EQUITABLE REMEDIES, AS A RESULT OF THE CLOSING NOT OCCURRING BY THE CLOSING DATE DUE TO BUYER’S DEFAULT OR BREACH UNDER THIS AGREEMENT, AND THAT, IN SUCH EVENT, BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE THE 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 3389 AND ANY INTERPRETIVE CASE LAW UNDER SUCH SECTIONS, INCLUDING XXXXXXXX X. XXXXX (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO 1981) 29 CAL.3D 345. THE PARTIES FURTHER AGREE THAT RETENTION OF THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN SAN XXXXXXX FARMS, LLC/GLADSTONE LAND CORPORATION PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) (C&B 090516) PAGE 35 OF 58 WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES IN PLACING THEIR INITIALS AT THE PROVISIONS PLACES PROVIDED BELOW, EACH PARTY CONFIRMS THE ACCURACY OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS EITHER REPRESENTED BY BUYER, COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR OR WAS ADVISED TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THE PROVISIONS 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 THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, (AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER THUS NOT AS A RESULT OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 TIMELY DISAPPROVAL BY BUYER OF THIS AGREEMENTANY CONTINGENCY CONTAINED HEREIN, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH DUE TO THE OTHER EXCEPT FOR THE RIGHT OF DEFAULT OR BREACH BY SELLER), THEN SELLER TO MAY COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER BY MAKING WRITTEN DEMAND ON BUYER AND ESCROW HOLDER. UPON SUCH TERMINATIONTHE TITLE COMPANY, SELLER SHALL BE ENTITLED TO RECEIVE IF THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDEDIS BEING HELD BY THE TITLE COMPANY. UNDER NO CIRCUMSTANCES SHALL ANY INDIVIDUAL MEMBER, HOWEVERDIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF BUYER HAVE ANY LIABILITY ARISING FROM OR IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER CONNECTION WITH THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYAGREEMENT. /s/ AH /s/ LP Seller’s Initials Buyer’s Initials Seller’s Initials7.2.

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT 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 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 NOT INTENDED AS ISSUED BY THE PARTIES, OR IN CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A FORFEITURE COURT OF GENERAL JURISDICTION IN THE COUNTY OR PENALTY WITHIIN CIRCUIT WHERE THE MEANING PROPERTY IS LOCATED. SUCH PAYMENT OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND 1677SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ RW

Default by Buyer. IN THE EVENT PARTIES HAVE DETERMINED THAT IF BUYER DEFAULTS UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW, AFTER THE CLOSING AND THE CONSUMMATION END OF THE TRANSACTION HEREIN INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERHEREUNDER, THE DAMAGES TO SELLER WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. IN ADDITION, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT WISHES 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 LIMIT ITS LIABILITY IN THE EVENT THAT BUYER DEFAULTS AND FAILS UNDER THIS AGREEMENT BY FAILING TO COMPLETE CLOSE ESCROW FOR THE PURCHASE OF THE PROPERTYPROJECT, IS AND WILL BESELLER HAS AGREED TO A LIMITATION. THE PARTIES THUS AGREE THAT SHOULD BUYER DEFAULT UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW, AFTER THE END OF THE INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS SELLER’S CONTEMPLATED HEREUNDER, THE SOLE AND EXCLUSIVE REMEDY (WHETHER OF SELLER, AT LAW OR IN EQUITY, SHALL BE TO RECOVER ALL OF THE XXXXXXX MONEY DEPOSIT THEN DEPOSITED BY BUYER INTO ESCROW (AND ANY INTEREST EARNED THEREON IN ESCROW), AN LESS THE AMOUNT EQUAL OF ALL ESCROW AND TITLE FEES OR CHARGES INCURRED IN CONNECTION WITH THE ESCROW, WHICH THE PARTIES HERETO AGREE TO BE A REASONABLE ESTIMATE OF THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON)DAMAGES TO BE INCURRED BY SELLER IN THE EVENT OF SUCH DEFAULT. SAID AMOUNT WILL SUCH SUM SHALL CONSTITUTE AND BE DEEMED TO BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYERSELLER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES WHICH IS NOT INTENDED AS TO BE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT WHICH IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 8.2 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 WITH THIS AGREEMENT, (B) ATTORNEYS’ FEES AND COSTS INCURRED IN ENFORCING THIS AGREEMENT, (C) OBLIGATIONS 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 PURSUANT ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES CONSULT WITH COUNSEL TO REVIEW THE PROVISIONS CONSEQUENCES OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR WAS EXECUTED. THIS SECTION 8.2 SHALL SURVIVE THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 CLOSING OR ANY BREACH OR TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller’s Initials /s/SP /s/SP /s/SP Buyer’s Initials Seller’s Initials/s/ DP

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then Seller shall have right, upon notice thereof to Buyer, to terminate this Agreement, in which event (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver the Exxxxxx Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Section 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Exxxxxx Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED A DEFAULT BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFERDETERMINE. THEREFORE, BUYER AND SELLER DO HEREBY AGREE BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT A THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS ENTITLED UNDER SECTION 15(l)) AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AGAINST BUYER, AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO IN THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH EVENT OF A DEFAULT UNDER THIS AGREEMENT BY ON THE PART OF BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) NOTHING HEREIN SHALL RELIEVE BUYER OF THE TOTAL PURCHASE PRICE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR ANY AMENDMENT HERETOAGREEMENT. If Closing is consummated, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYSeller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. Buyer’s Initials Seller’s InitialsINITIALS: Seller AB__ Buyer RFM__

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES CANCEL THE ESCROW AND RECEIVE (OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. RETAIN, IF SELLER ALREADY HOLDS THE PAYMENT OF SUCH AMOUNT DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN RECOVERY AND RETENTION OF THE DEPOSIT, AND EXCEPT AS PROVIDED BELOW IN THIS SECTION 13.1, SELLER SHALL NOT BE ENTITLED TO MAINTAIN ANY ACTION FOR DAMAGES, AND SHALL NOT HAVE ANY OTHER RIGHT OR REMEDY AT LAW OR IN EQUITY IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND 1677SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/CJS Buyer’s Initials: /s/MW

Default by Buyer. IN THE EVENT THAT THE TRANSACTIONS SHALL FAIL TO BE CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 7.1, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, AGAINST BUYER IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF OCCUR, INCLUDING ANY DEFAULT OF BUYERRIGHT IN EQUITY TO SEEK SPECIFIC PERFORMANCE HEREOF, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. IN ADDITION, BUYER SHALL PAY EIGHTY PERCENT (80%), AND SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SHALL PAY TWENTY PERCENT (20%), 1676 OF ALL ESCROW CANCELLATION CHARGES. BY THEIR SEPARATELY EXECUTING THIS SECTION 7.1, BUYER AND 1677. SELLER HEREBY WAIVES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING WAS EXECUTED. SELLER'S INITIALS BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS /s/ MPG /s/ NJB

Default by Buyer. In the event that this transaction fails to close by reason of any default by Buyer, all Xxxxxxx 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 EVENT THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY IS NOT OCCUR AS HEREIN PROVIDED 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 DEFAULT PORTION OF BUYERTHE PROPERTY FROM SELLER, BUYER AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE XXXXXXX MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, IS BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL BEINCUR AS A RESULT OF SUCH FAILURE, AS AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN EQUITY)THIS AGREEMENT, AN AMOUNT EQUAL WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 §§ 1671 AND 1677. SELLER HEREBY WAIVES BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER ACCURACY OF THE AMOUNTS SET FORTH STATEMENTS MADE IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER SECTION AND THE FACT THAT SUCH PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsWAS REPRESENTED

Default by Buyer. IN IF BUYER FAILS TO PURCHASE THE EVENT PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE CLOSING TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE CONSUMMATION OF DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE THAT BASED UPON THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF ANY SUCH DEFAULT OF BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT REASONABLE AT SUCH TIME TO ESTIMATE AWARD SELLER THE DAMAGES WHICH SELLER MAY SUFFERDEPOSIT AS LIQUIDATED DAMAGES. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS RIGHT TO COMPLETE THE PURCHASE RECEIVE PAYMENT OF THE PROPERTYLIQUIDATED DAMAGES, IS AND SELLER WILL BEBE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, AS THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR AND IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SELLER MIGHT OTHERWISE BE THE FULLENTITLED BY REASON OF BUYER’S DEFAULT, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT EXCEPT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677SET FORTH IN PARAGRAPH 13.2 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING PARAGRAPH 7.5.1 AND BY THE INITIALS OF THEIR REPRESENTATIVES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. INITIALS OF SELLER’S REPRESENTATIVE INITIALS OF BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsREPRESENTATIVE

Default by Buyer. IN THE EVENT THE CLOSING PURCHASE AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN PROPERTY AS CONTEMPLATED DOES HEREUNDER IS NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF CONSUMMATED DUE TO BUYER’S DEFAULT, BUYER ESCROW AGENT SHALL PAY THE DEPOSIT TO SELLER, AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE SHALL RETAIN 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 WILL BESAME AS FULL LIQUIDATED DAMAGES, AS SELLER’S SOLE AND ONLY REMEDY, FOR BUYER'S DEFAULT HEREUNDER. THE PARTIES HERETO EXPRESSLY ACKNOWLEDGE THAT IT IS IMPOSSIBLE TO ESTIMATE MORE PRECISELY THE DAMAGES TO BE SUFFERED BY SELLER UPON BUYER'S DEFAULT, AND THAT RETENTION OF THE DEPOSIT BY SELLER IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. 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 THE EVENT THE PURCHASE AND SALE OF THE PROPERTY IS NOT CLOSED BECAUSE OF BUYER'S DEFAULT. THE SELLER'S RIGHT TO 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 (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO AND HEREBY COVENANTS THAT IT SHALL NOT) SUE THE DEPOSIT BUYER (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES A) FOR THE BREACH SPECIFIC PERFORMANCE OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsOR

Default by Buyer. IN THE EVENT THE CLOSING TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF BUYER’S FAILURE TO CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT (ALL CONDITIONS BENEFITING BUYER UNDER SECTION 4 HAVING BEEN SATISFIED OR WAIVED IN WRITING IN ALL MATERIAL RESPECTS), THEN SELLER MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DELIVERED TO AND RETAINED BY SELLER AS 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 EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT A RESULT OF BUYER’S FAILURE TO CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT, 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 DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER SUCH DETRIMENT. IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE SALE OF THE PROPERTYPROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S FAILURE TO CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT (ALL CONDITIONS BENEFITING BUYER UNDER SECTION 4 HAVING BEEN SATISFIED OR WAIVED IN WRITING IN ALL MATERIAL RESPECTS), IS AND WILL BE, AS THEN THE RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT REASON OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369DEFAULT, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS . THIS SECTION 9.2 SHALL SURVIVE ANY FURTHER TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT AND REMEDIES AGAINST BUYER FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM ANY PRE-CLOSING DEFAULT BY BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON AGREEMENT. BUYER’S INITIALS SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. IN IF BUYER FAILS TO PURCHASE THE EVENT PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE CLOSING TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE CONSUMMATION OF DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SXXXXX AGREE THAT BASED UPON THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF ANY SUCH DEFAULT OF BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT REASONABLE AT SUCH TIME TO ESTIMATE AWARD SELLER THE DAMAGES WHICH SELLER MAY SUFFERDEPOSIT AS LIQUIDATED DAMAGES. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS RIGHT TO COMPLETE THE PURCHASE RECEIVE PAYMENT OF THE PROPERTYLIQUIDATED DAMAGES, IS AND SELLER WILL BEBE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, AS THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON)SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, SELLER EXPRESSLY WAIVES ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369FOR DAMAGES, INCLUDING, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671NOT LIMITED TO, 1676 CONSEQUENTIAL, PUNITIVE AND 1677CONTRACTUAL DAMAGES. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION 7.4.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. GC BC DW SELLER’S INITIALS BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE 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 PREVIOUSLY RECEIVED FROM SELLER AND SHALL PROMPTLY DELIVER WRITTEN VERIFICATION THAT ALL ELECTRONIC COPIES HAVE BEEN PERMANENTLY DELETED, AND (D) SELLER SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE REMEDY FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IN LIEU OF ANY RIGHT TO ANY OTHER DAMAGES OR ANY RIGHT TO SPECIFIC PERFORMANCE OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION SHALL TERMINATE OR OTHERWISE AFFECT THE INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT, SELLER’S RIGHT TO EXERCISE ALL AVAILABLE REMEDIES IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED A DEFAULT BY REASON OF BUYER IN ANY DEFAULT OF BUYER’S OBLIGATIONS THAT 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 IT WOULD BE IMPRACTICAL THAT, BASED UPON THE CIRCUMSTANCES NOW EXISTING, AND EXTREMELY DIFFICULT TO AFTER THOROUGH AND CAREFUL ANALYSIS, THE FOREGOING AMOUNT IS A REASONABLE ESTIMATE OF 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 SUSTAIN IN THE EVENT THAT BUYER DEFAULTS AND FAILS OF BUYER’S FAILURE TO COMPLETE PURCHASE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON)PROPERTY HEREUNDER. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS BY SELLER SHALL NOT INTENDED AS CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsDAMAGES.

Default by Buyer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT IN ACCORDANCE WITH THE EVENT TERMS SET FORTH IN THIS AGREEMENT AND IF THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY TO BUYER IS NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERCONSUMMATED OTHER THAN SOLELY AND DIRECTLY DUE TO A SELLER 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BETHEN SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369REMEDY, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DELIVERED TO THE OTHER EXCEPT FOR THE RIGHT OF AND RETAINED BY SELLER TO COLLECT SUCH AS FULL COMPENSATION AND LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOFOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE DIFFERENCE REPRESENTED 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 RESULT OF BUYER’S DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH EXCESS DETRIMENT. THIS SECTION 9.2 SHALL BE RETURNED TO BUYER UPON SURVIVE ANY TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S EXERCISE RIGHTS AND REMEDIES AGAINST BUYER UNDER THE LEASE OR FOR ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.4, THE INDEMNITY UNDER SECTION 10.1 OR BREACH OF SUCH REMEDYCONFIDENTIALITY UNDER SECTION 10.21 BELOW). Buyer’s Initials Seller’s Initials/s/ DMB /s/ ML BUYER’S INITIALS SELLER’S INITIALS [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Default by Buyer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT IN ACCORDANCE WITH THE EVENT TERMS SET FORTH IN THIS AGREEMENT AND IF THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTIES TO BUYER IS NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERCONSUMMATED OTHER THAN SOLELY AND DIRECTLY DUE TO A SELLER 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BETHEN SELLERS, AS SELLER’S SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369REMEDY, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DELIVERED TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH AND RETAINED BY SELLERS AS FULL COMPENSATION AND LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOFOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE DIFFERENCE REPRESENTED PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY SUCH EXCESS SHALL THIS AGREEMENT AND THAT THE PROPERTIES MAY BE RETURNED 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 UPON SELLERUNDER 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 RESULT OF BUYER’S EXERCISE DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH REMEDYDETRIMENT. Buyer’s Initials Seller’s InitialsTHIS SECTION 9.2 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLERS’ RIGHTS AND REMEDIES AGAINST BUYER FOR ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 OR BREACH OF CONFIDENTIALITY UNDER SECTION 10.17 BELOW). ______/s/REL_____________BUYER’S INITIALS _______/s/KC____________SELLER BMR-LANDMARK AT EASTVIEW LLC’S INITIALS _________/s/KC__________SELLER BMR-LANDMARK AT EASTVIEW IV LLC’S INITIALS 51

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver the Exxxxxx Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Section 4, 16(f) and 16(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Exxxxxx Money shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED A DEFAULT BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFERDETERMINE. THEREFORE, BUYER AND SELLER DO HEREBY AGREE BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT A THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS IS ENTITLED UNDER SECTION 16(l)) AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AGAINST BUYER, AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO IN THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH EVENT OF A DEFAULT UNDER THIS AGREEMENT BY ON THE PART OF BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) NOTHING HEREIN SHALL RELIEVE BUYER OF THE TOTAL PURCHASE PRICE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 16(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR ANY AMENDMENT HERETOAGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYin the event of a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer or any Person related to or affiliated with Buyer wrongfully asserts any claims or right to all or any of the Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. Buyer’s Initials In all other events, Seller’s Initialsremedies shall be limited to those described in this Section 14(c) and Sections 4, 16(f) and 16(l) hereof. INITIALS: Seller _____ Buyer _____

Default by Buyer. IN THE EVENT THE CLOSING AND BUYER FAILS TO CLOSE OF ESCROW IN ACCORDANCE WITH THE CONSUMMATION TERMS OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AS FULL LIQUIDATED DAMAGES FOR SUCH BREACH. NOTHING CONTAINED IN THIS SECTION 16.2 SHALL LIMIT SELLER'S RIGHT TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 1677CONFIDENTIALITY OBLIGATIONS. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY /s/ JKB /s/ DR SELLER'S INITIALS BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, 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 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, 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, PROPERTY IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES I.E., $500,000 PLUS ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, EXPRESSLY SET FORTH ABOVE WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENTBUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Initials: /s/ JK Seller’s Initials: /s/ PB

Default by Buyer. IN THE EVENT THAT THE CLOSING ESCROW AND THE CONSUMMATION THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED THAT SELLER IS READY, WILLING AND ABLE TO CLOSE, BUYER AND SELLER 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 BUYER DEFAULTS ESCROW AND FAILS THIS TRANSACTION FAIL TO COMPLETE THE PURCHASE CLOSE AS A RESULT OF THE PROPERTYDEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, IS WILLING AND WILL BEABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, 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, AN AMOUNT EQUAL (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 (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERDAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2SECTION 13.1, AND BUYERBY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTHING CONTAINED IN THIS SECTION IS INTENDED TO WAIVE OR OTHERWISE LIMIT SELLER’S RELEASES CONTAINED 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 OBTAIN FROM BUYER ALL COSTS AND EXPENSES OF ENFORCING ITS RIGHTS UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER INCLUDING ATTORNEYS’ FEES AND ESCROW HOLDERCOSTS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. /int./ JL /int./ PN Seller’s Initials Buyer’s Initials Seller’s Initials

Default by Buyer. UPON DEFAULT BY BUYER, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO BUYER AND THE ESCROW HOLDER. IN SUCH EVENT, ESCROW HOLDER SHALL RELEASE THE XXXXXXX MONEY DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE XXXXXXX 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 AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT 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 AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PROPERTY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDERAND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAIDDEFAULT; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT THAT THIS PROVISION SHALL NOT: (5%A) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES; (B) WAIVE OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY AFFECT BUYER'S INDEMNITY OBLIGATIONS AND SELLER'S RIGHTS TO SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINDEMNITY; OR

Default by Buyer. IN THE EVENT THAT BUYER FAILS IN THE CLOSING AND ---------------- PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER PRIOR TO THE CONSUMMATION CLOSE OF ESCROW, OR IN THE TRANSACTION HEREIN CONTEMPLATED DOES NOT EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR AS HEREIN PROVIDED BY REASON OF ANY A MATERIAL DEFAULT OF IN BUYER'S OBLIGATIONS HEREUNDER, BUYER AND SELLER THE 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS THE CLOSE OF ESCROW SHALL FAIL TO COMPLETE THE PURCHASE OCCUR BY REASON OF THE PROPERTYA DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, IS AND WILL BESELLER SHALL BE ENTITLED, AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN EQUITY), AN AMOUNT EQUAL TO WHICH CASE THE DEPOSIT (WHICH INCLUDES ANY AND ALL INTEREST ACCRUED INTEREST THEREON)) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER HEREBY WAIVES THE PROVISIONS OF ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 33891680 OR ANY OTHER APPLICABLE LAW. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 6.2 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. CAM RES ---------------- ----------------- Buyer’s 's Initials Seller’s 's Initials

Default by Buyer. In the event that Buyer fails to consummate this Contract for any reason, except Seller's default or the permitted termination of this Contract by Buyer as herein expressly provided, Seller shall be entitled, as its sole remedy, to terminate this Contract and receive the Xxxxxxx 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 EVENT DIFFERENCE BETWEEN THE CLOSING ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSE OF ESCROW AND THE CONSUMMATION PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS CONTRACT; (B) PROOF OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR 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 HEREIN PROVIDED BY REASON OF ANY DEFAULT THE DATE ON WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF BUYERTHE 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 LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BUYER AND SELLER AGREE THAT IT WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT RESULT IF SELLER FILED A LAWSUIT TO ESTIMATE THE COLLECT ITS DAMAGES WHICH SELLER MAY SUFFERFOR A BREACH OF THIS AGREEMENT. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT THE SUM REPRESENTED BY THE BUYER'S XXXXXXX MONEY SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE PROVISIONS OF SECTION 1671 OF THE PROPERTY, IS CALIFORNIA CIVIL CODE AND WILL BE, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL THE EVENT OF THE FAILURE TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY CLOSE ESCROW DUE TO BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER'S DEFAULT. THE PARTIES ACKNOWLEDGE THAT PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. IN CONSIDERATION OF THE PAYMENT OF LIQUIDATED DAMAGES, SELLER HEREBY WAIVES 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 PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389CODE. UPON DEFAULT BY BUYER, INITIALING THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PROVISION IN THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATIONSPACES BELOW, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SECTION. _______________ BUYER'S INITIALS ________________ SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES DEPOSIT, AND ANY ACCRUED INTEREST ACCRUING THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsInitials /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

Default by Buyer. IN THE EVENT THE CLOSING CLOSE OF ESCROW AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF OR BREACH BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. 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, PROPERTY IS AND WILL SHALL BE, 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 WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389SELLER. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsBUYER’S INITIALS INITIALS

Default by Buyer. In the event that this transaction fails to close by reason of any default by Buyer not cured within ten (10) days after written notice from Seller, or, if the default is of such a nature that it cannot reasonably be cured within ten (10) days, if Buyer fails to commence the cure with such ten (10) day period and thereafter diligently prosecute the same to completion, all Xxxxxxx Money shall be forfeited by Buyer and released from escrow to Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE EVENT THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY IS NOT OCCUR AS HEREIN PROVIDED 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 DEFAULT PORTION OF BUYERTHE PROPERTY FROM SELLER, BUYER AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE XXXXXXX MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, IS BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL BEINCUR AS A RESULT OF SUCH FAILURE, AS AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN EQUITY)THIS AGREEMENT, AN AMOUNT EQUAL WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO 12 - Purchase and Sale Agreement CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION AND 1677. SELLER HEREBY WAIVES THE PROVISIONS FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYERITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR EXPLAINED THE PROVISIONS CONSEQUENCES OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION TO IT. THIS SECTION DOES NOT LIMIT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2WHICH, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18AS OTHERWISE PROVIDED HEREIN, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF SURVIVE THE AMOUNTS SET FORTH IN PARAGRAPH 3 TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON BUYER’S INITIALS: __/s/ ST___ SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS: _/s/ GOT___

Default by Buyer. IN IF BUYER FAILS TO PURCHASE THE EVENT PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE CLOSING TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE CONSUMMATION OF DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE THAT BASED UPON THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF ANY SUCH DEFAULT OF BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT REASONABLE AT SUCH TIME TO ESTIMATE AWARD SELLER THE DAMAGES WHICH SELLER MAY SUFFERDEPOSIT AS LIQUIDATED DAMAGES. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS RIGHT TO COMPLETE THE PURCHASE RECEIVE PAYMENT OF THE PROPERTYLIQUIDATED DAMAGES, IS AND SELLER WILL BEBE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, AS THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON)SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, SELLER EXPRESSLY WAIVES ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369FOR DAMAGES, INCLUDING, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671NOT LIMITED TO, 1676 CONSEQUENTIAL, PUNITIVE AND 1677CONTRACTUAL DAMAGES. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION 7.4.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /S/GC BC /S/ DW SELLER’S INITIALS BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF ---------------- THE TRANSACTION HEREIN CONTEMPLATED DOES DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER, 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 SUFFER. 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, PROPERTY IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT AND, IF APPLICABLE, SAID AMOUNT SHALL ALSO INCLUDE THE AMOUNT OF THE NON-REFUNDABLE DEPOSIT AS WELL (BOTH OF WHICH INCLUDES INCLUDE ANY ACCRUED INTEREST THEREON). ; SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER AND SHALL BE SELLER'S EXCLUSIVE REMEDY FOR BUYER'S BREACH OF THIS AGREEMENT (EXCEPT FOR BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 5, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED WHICH MAY ALSO BE ENFORCED BY --------- SELLER). THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYPENALTY. Buyer’s Initials 's Initials: __________ Seller’s 's Initials: __________

Default by Buyer. IN THE EVENT THE CLOSING TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF BUYER’S DEFAULT, THEN THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT FOR FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT A RESULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER’S BREACH OR DEFAULT. 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 SALE OF THE PROPERTYPROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, IS AND WILL BE, AS THEN THE RETENTION OF THE ESCROW DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT REASON OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS DEFAULT (PROVIDED SUCH LIMITATION SHALL NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED APPLY TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER BUYER’S INDEMNIFICATION AND OTHER OBLIGATIONS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 16714.2.1, 1676 5.3, 10.1, 10.11, 10.12, AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS ANY OTHER PROVISION OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 SURVIVES A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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). UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller’s Initials Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THAT THE CLOSING ESCROW AND THE CONSUMMATION PURCHASE AND SALE TRANSACTION CONTEMPLATED HEREBY FAILS TO CLOSE SOLELY AS A RESULT OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER 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 BUYER DEFAULTS ESCROW AND FAILS SUCH TRANSACTION FAIL TO COMPLETE THE PURCHASE CLOSE SOLELY AS A RESULT OF THE PROPERTYDEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, IS WILLING AND WILL BEABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN, 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, AN AMOUNT EQUAL AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE DEPOSIT PARTIES WHO DEPOSITED THE SAME, AND (WHICH INCLUDES ANY 3) ESCROW AGENT SHALL DELIVER THE TERMINATION FEE AND INTEREST ACCRUED INTEREST THEREON). SAID AMOUNT WILL THEREON THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR OF SELLER (AND NOT A PENALTY TO BUYER). SELLER HEREBY AGREES THAT, EXCEPT AS HEREINAFTER PROVIDED, THE BREACH 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 BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT WITH ANY COURT AS EVIDENCE OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsWAIVER.

Default by Buyer. IN THE EVENT THAT THE CLOSING ESCROW AND THE CONSUMMATION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICAL AND IMPRACTICABLE OR EXTREMELY DIFFICULT TO ESTIMATE FIX. THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY PARTIES THEREFORE AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS ESCROW AND FAILS THIS TRANSACTION FAIL TO COMPLETE THE PURCHASE CLOSE SOLELY AS A RESULT OF THE PROPERTYDEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, IS AND WILL BESELLER, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN EQUITY), AN THE AMOUNT EQUAL TO OF THE DEPOSIT (WHICH INCLUDES ANY ACCRUED EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). SAID AMOUNT WILL IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF BUYER'S DEFAULT, THEN (I) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF 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 AGENT SHALL DELIVER THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2DAMAGES, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER (IV) ALL TITLE COMPANY AND ESCROW HOLDER. UPON SUCH TERMINATIONAGENT CANCELLATION CHARGES, SELLER IF ANY, SHALL BE ENTITLED CHARGED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsBUYER.

Default by Buyer. IN THE EVENT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND IF AS A RESULT THEREOF CLOSING HEREUNDER SHALL NOT OCCUR, THEN SELLER SHALL, AS ITS SOLE REMEDY FOR DEFAULT HEREUNDER, BE ENTITLED TO RETAIN THE CLOSING DEPOSIT (TO THE EXTENT REQUIRED TO BE MADE HEREUNDER) AS LIQUIDATED DAMAGES (AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER A PENALTY) 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE REMEDY, IN LIEU OF, AND EXCLUSIVE REMEDY (WHETHER AT LAW AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR IN EQUITY), AN AMOUNT EQUAL CLAIMS OF SELLER AGAINST BUYER BY REASON OF SUCH DEFAULT; AND WHEN THE BUYER AUTHORIZES TITLE INSURER TO TENDER PAYMENT TO SELLER OF THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREONTO THE EXTENT REQUIRED TO BE MADE HEREUNDER). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL TERMINATE AUTOMATICALLY WITHOUT THE NEED OF ANY FURTHER WRITTEN CONFIRMATION, AND THE PARTIES SHALL BE TERMINATED AND, EXCEPT FOR RELIEVED OF ALL FURTHER OBLIGATION AND LIABILITY HEREUNDER AND THEREUNDER. IT IS AGREED BY THE PROVISIONS PARTIES HERETO THAT THE FOREGOING SHALL NOT IN ANY WAY DIMINISH OR LIMIT ANY OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 SECTIONS 8.8.1 AND 17 HEREIN. ALTHOUGH TITLE INSURER MAY ALSO BE HOLDING THE PRE-CLOSING WORK DEPOSIT UNDER SECTION 6.7.6 HEREIN, THE PARTIES AGREE THAT THE PRE-CLOSING WORK DEPOSIT IS NOT A PART OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH HEREUNDER AND THAT THE DEPOSIT EXCEEDS FIVE PERCENT (5%) DISBURSEMENT OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED PRE-CLOSING WORK DEPOSIT IS GOVERNED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYSAID SECTION 6.7.6. Seller’s Initials Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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 BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER'S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 1677CONFIDENTIALITY OBLIGATIONS. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY 753659.08/WLA 374981-00001/4-20-16/pjr/pjr -21- Agreement of Purchase and Sale [20333 South Normandie Avenue] [Bridge Acquisition, LLC] _________________________ ________________________ SELLER'S INITIALS BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS

Default by Buyer. IN THE EVENT IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN ITS CLOSING OBLIGATIONS AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, THEN 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 IN THE EVENT THAT IF BUYER DEFAULTS AND FAILS TO DOES NOT COMPLETE THE PURCHASE OF THE PROPERTY, PROPERTY IS AND WILL BESHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE INTEREST ACCRUED THEREON IN ESCROW; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERBUYER WHICH RESULTS IN THE CLOSING NOT OCCURRING. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE NOTHING IN THIS SECTION 3389. UPON DEFAULT BY BUYERSHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING OR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2OBLIGATIONS. 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 ACTIONS WITH RESPECT THERETO (INCLUDING THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN THE NAMED BUYER (AND ANY TRANSFEREE OR ASSIGNEE OF BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18INTEREST HEREUNDER) SHALL BE LIABLE FOR ALL LOSS, WHICH MAY BE ENFORCED COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER IN ADDITION BY REASON OF SUCH ACTION TO COLLECTION AND RETENTION CONTEST BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERBUYER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON /s/ GY /s/ JG SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS BUYER’S INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY PRE-CLOSING DEFAULT OF BY BUYER HEREUNDER (SUBJECT TO NOTICE FROM SELLER AND A REASONABLE OPPORTUNITY TO CURE SUCH DEFAULT), SELLER 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 THE FOREGOING SHALL NOT APPLY TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER SECTION 4.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO SELLER’S ACTUAL 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 AND FAILS OF BUYER’S DEFAULT OR BREACH HEREUNDER PRIOR TO COMPLETE THE PURCHASE OF THE PROPERTY, CLOSING IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERDAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN FOREGOING SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER WITH RESPECT TO THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677FOREGOING. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING /s/AE /s/CB SELLER’S INITIALS BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACTIVE 31157768v21 ‑27‑ ACKNOWLEDGE AND AGREE THAT THE 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 DEFAULT. BUYER AND SELLER HEREBY AGREE THAT, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OCCUR DUE TO A BUYER DEFAULT (ALL OF THE PROPERTY, IS AND WILL BE, AS SELLERCONDITIONS TO BUYER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR IN EQUITYWAIVED), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF SELLER MAY TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND CANCEL THE ESCROW, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. IN WHICH EVENT BUYER SHALL PAY SELLER THE PAYMENT OF SUCH AMOUNT REIMBURSABLE EXPENSES AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN DAMAGES. SUCH RECEIPT OF THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT REIMBURSABLE EXPENSES BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 16771677 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 IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. 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 's Initials Seller’s Initialson 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 this transaction fails to close by reason of any default by Buyer, all Xxxxxxx 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; provided that the cure period shall not apply to Buyer's obligation to pay any Xxxxxxx Money, or to Buyer's obligation to close the transaction on the Closing Date. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE EVENT THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY IS NOT OCCUR AS HEREIN PROVIDED 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 DEFAULT PORTION OF BUYERTHE PROPERTY FROM SELLER, BUYER AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE XXXXXXX MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, IS BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL BEINCUR AS A RESULT OF SUCH FAILURE, AS AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN EQUITY)THIS AGREEMENT, AN AMOUNT EQUAL WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION AND 1677. SELLER HEREBY WAIVES THE PROVISIONS FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYERITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR EXPLAINED THE PROVISIONS CONSEQUENCES OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION TO IT. THIS SECTION DOES NOT LIMIT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2WHICH, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18AS OTHERWISE PROVIDED HEREIN, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF SURVIVE THE AMOUNTS SET FORTH IN PARAGRAPH 3 TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials.

Default by Buyer. IN THE EVENT IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS HEREIN PROVIDED BY REASON OF ANY A MATERIAL UNCURED DEFAULT OF BUYER, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, PROPERTY IS AND WILL SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED AND ALL INTEREST THEREON). SUBJECT TO THE FINAL TWO SENTENCES OF THIS SECTION 15.2, SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. BUYER AND ELECTRONIC ARTS INC. SELLER HEREBY WAIVES WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SHALL TERMINATE AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND AND/OR ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOFURTHERMORE, THE DIFFERENCE REPRESENTED BY SUCH EXCESS OPTION AGREEMENT SHALL IMMEDIATELY TERMINATE AND BE RETURNED OF NO FURTHER FORCE OR EFFECT EXCEPT WITH RESPECT TO THE OBLIGATION OF BUYER UPON TO EXECUTE A QUITCLAIM DEED AS SET FORTH THEREIN. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 15.2 SHALL NOT LIMIT BUYER’S OBLIGATIONS UNDER SECTION 16.2 BELOW OR SELLER’S EXERCISE OF SUCH REMEDYRIGHTS UNDER SECTION 16.8 BELOW. Buyer’s Initials Seller’s InitialsBUYER’S INITIALS SELLER’S INITIALS MISCELLANEOUS

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE CLOSING AND TRANSACTION DUE TO BUYER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, TO THE CONSUMMATION EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR CONDITIONS TO THE OBLIGATIONS OF SELLER AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERIN THIS AGREEMENT TO FAIL TO BE SATISFIED, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO ESTIMATE DETERMINE. AFTER NEGOTIATION, THE DAMAGES WHICH SELLER MAY SUFFER. THEREFOREPARTIES HAVE AGREED THAT, BUYER AND SELLER DO HEREBY AGREE THAT CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE OPTION FEE IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES THAT SELLER WOULD SUFFER INCUR IN THE EVENT OF BUYER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF SELLER AS PROVIDED IN THIS AGREEMENT TO FAIL TO BE SATISFIED. IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPURCHASED INTERESTS UPON THE SATISFACTION OF BUYER’S OBLIGATIONS SET FORTH IN THIS AGREEMENT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR SHALL BE TO TERMINATE THIS AGREEMENT, IN EQUITY), AN AMOUNT EQUAL TO WHICH EVENT THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL OPTION FEE PAID BY BUYER UNDER THE OPTION AGREEMENT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLEREXCEPT AS PROVIDED IN SECTION 9.6. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369A PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT FACT THAT EACH PARTY WAS REPRESENTED BY BUYERCOUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR THE PROVISIONS CONSEQUENCES EXHIBIT 2.1 OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERPROVISION. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED THIS SECTION 7.1 IS NOT INTENDED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE LIMIT EITHER PARTY’S RIGHTS UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYSECTION 9.2. Initials: Seller Buyer’s Initials Seller’s Initials

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FOREFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 1671, 1676 4.3.1 AND 167714 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller's Initials: _____________ Buyer’s Initials Seller’s 's Initials: WLO -------------

Default by Buyer. IN THE EVENT THAT BUYER FAILS IN THE CLOSING AND ---------------- PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE CONSUMMATION CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR IN THE TRANSACTION HEREIN CONTEMPLATED DOES NOT EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR AS HEREIN PROVIDED BY REASON OF ANY A DEFAULT OF IN BUYER'S OBLIGATIONS HEREUNDER, BUYER AND SELLER THE 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS THE CLOSE OF ESCROW SHALL FAIL TO COMPLETE THE PURCHASE OCCUR BY REASON OF THE PROPERTYA DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, IS AND WILL BESELLER SHALL BE ENTITLED, 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), AN AMOUNT EQUAL THE FINAL DEPOSIT ALREADY RELEASED TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND SELLER AS LIQUIDATED DAMAGES FOR AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF ITS DUE DILIGENCE EXPENSES PURSUANT TO ARTICLE 4 ABOVE. THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER HEREBY WAIVES THE PROVISIONS OF ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 33891680 OR ANY OTHER APPLICABLE LAW. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 6.2 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. SLM TLC ----------------- ---------------- Buyer’s 's Initials Seller’s 's Initials

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BESELLER MAY, AS SELLER’S THE SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR OF SELLER, IN EQUITY)THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 1671, 1676 4.3.1 AND 167714 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller's Initials: _____________ Buyer’s Initials Seller’s 's Initials: _____________

Default by Buyer. IN THE EVENT IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, PROPERTY IS AND WILL SHALL BE, AS SELLER’S SOLE AND 'S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED AND ALL INTEREST THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. BUYER AND SELLER HEREBY WAIVES WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SHALL TERMINATE AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND AND/OR ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE NOTWITHSTANDING THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOFOREGOING, THE DIFFERENCE REPRESENTED BY SUCH EXCESS PROVISIONS OF THIS SECTION 13.2 SHALL BE RETURNED TO BUYER UPON NOT LIMIT BUYER'S OBLIGATIONS UNDER SECTION 14.2 BELOW OR SELLER’S EXERCISE OF SUCH REMEDY'S RIGHTS UNDER SECTION 14.8 BELOW. Buyer’s Initials Seller’s Initials________________ _________________ BUYER'S INITIALS SELLER'S INITIALS

Default by Buyer. IN THE EVENT IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BY BUYER, BUYER AND SELLER 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, 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 WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), DEFAULT UNDER THIS AGREEMENT IS AN AMOUNT EQUAL TO ALL THE DEPOSIT DEPOSITS (WHICH INCLUDES ANY ACCRUED INTEREST 1NTEREST THEREON). SAID THIS AMOUNT WILL WOULD BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR 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 BEING HEREIN EXPRESSLY WAIVED BY SELLERPROVIDED, HOWEVER THAT THE SELLER MAY ENFORCE BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389A PENALTY. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENTFOREGOING, NEITHER PARTY HAS SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS BLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDEROTHER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. _______________________ ___________________ Seller’s Initials Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING NOR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsCONFIDENTIALITY OBLIGATIONS.

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL BE AN AMOUNT EQUAL TO THE DEPOSIT; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER'S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 1677CONFIDENTIALITY OBLIGATIONS. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. /s/ KM /s/ AW and /s/ RB Seller's Initials Buyer’s Initials Seller’s 's Initials

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE A BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERBUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AS FULL LIQUIDATED DAMAGES FOR SUCH BREACH. NOTHING CONTAINED IN THIS SECTION 16.2 SHALL LIMIT SELLER’S RIGHT TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING NOR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND CONFIDENTIALITY OBLIGATIONS. /s/ SL /s/ JM SELLER’S INITIALS BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYERBUYER FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND SUCH DEFAULT REMAINS UNCURED AS OF THE CLOSING DATE (A “BUYER DEFAULT”), BUYER AND SELLER SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER SELLERS MAY SUFFER. THEREFORE, 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 PROPERTY, PROPERTIES IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLERS AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE A MATERIAL BREACH OF THIS AGREEMENT BY BUYER00 Xxx Xxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx Xxxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT ANY SELLER’S RIGHT TO CONSTITUTE RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 14.11 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS THAT 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 TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES PROVISION AT THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, TIME THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR WAS EXECUTED. THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SECTION 13.2 SHALL SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 CLOSING OR ANY TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER/s/ HMS /s/ JF BUYER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS WELLINGTON MSL’S INITIALS /s/ JF COTTONWOOD MSL’S INITIALS /s/ JF CEDAR HILLS MSL’S INITIALS ARTICLE XIV MISCELLANEOUS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BY BUYER HEREUNDER, SELLER 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 THE FOREGOING SHALL NOT APPLY TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER PARAGRAPH 5.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO SELLER’S ACTUAL 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 AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, BUYER’S DEFAULT OR BREACH HEREUNDER IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES 1677 AND SHALL NOT CONSTITUTE FORFEITURE OR PENALTY WITHIN THE PROVISIONS MEANING OF CALIFORNIA CIVIL CODE SECTION 33893275 OR 3369. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER FOREGOING SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYSOLE AND EXCLUSIVE REMEDY HEREUNDER. Buyer’s Initials Seller’s Initials/s/ RAM /s/ KES SELLERS INITIALS BUYERS INITIALS

Default by Buyer. In the event that this transaction fails to close by reason of any default by Buyer, all Xxxxxxx 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 EVENT THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY IS NOT OCCUR AS HEREIN PROVIDED 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 DEFAULT PORTION OF BUYERTHE PROPERTY FROM SELLER, BUYER AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE XXXXXXX MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, IS BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR 18 - Purchase and Sale Agreement HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL BEINCUR AS A RESULT OF SUCH FAILURE, AS AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN EQUITY)THIS AGREEMENT, AN AMOUNT EQUAL WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 §§ 1671 AND 1677. SELLER HEREBY WAIVES BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PROVISIONS ACCURACY OF CALIFORNIA CIVIL CODE THE STATEMENTS MADE IN THIS SECTION 3389. UPON DEFAULT AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY BUYERCOUNSEL OF ITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR EXPLAINED THE PROVISIONS CONSEQUENCES OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION TO IT. THIS SECTION DOES NOT LIMIT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2WHICH, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18AS OTHERWISE PROVIDED HEREIN, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF SURVIVE THE AMOUNTS SET FORTH IN PARAGRAPH 3 TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON BUYER’S INITIALS: _______ SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS: _______

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES SHALL NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER’S 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, THEN AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR AND IN EQUITY), AN AMOUNT EQUAL TO SELLER MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED DELIVERED TO AND RETAINED BY SELLER AS 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 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 BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT REASON OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369DEFAULT, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS INCLUDING SECTION 10.10 BELOW. THIS SECTION 9.2 SHALL SURVIVE ANY FURTHER TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE AND REMEDIES AGAINST BUYER FOR ANY OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PRE-CLOSING DEFAULT BY BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 ABOVE OR ANY AMENDMENT HERETO, SUCH DUE DILIGENCE INDEMNITY SET FORTH IN THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON ACCESS AGREEMENT OR BREACH OF CONFIDENTIALITY UNDER SECTION 10.20 BELOW). /s/ S.R. /s/ D.S. BUYER’S INITIALS SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING CLOSE OF ESCROW FAILS TO OCCUR DUE SOLELY TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED) AND IF SUCH DEFAULT IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE THEREOF, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CONSUMMATION SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE PURCHASE OF THE PROPERTY, IS ESCROW AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO RECEIVE THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, (ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY WAIVED), AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT AND SHALL NOT BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677CONSTITUTE A FORFEITURE OR PENALTY. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR 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 AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: _____________ Buyer’s Initials: _____________

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFOREXXXXX AND SELLER, BUYER AFTER DUE NEGOTIATION, XXXXXX ACKNOWLEDGE AND SELLER DO HEREBY AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER XXXXXX AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, AND PROVIDED SELLER IS AND WILL BENOT OTHERWISE IN DEFAULT AS PROVIDED IN SECTION 13.2 BELOW, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT, IN FULL SATISFACTION OF ANY AND ALL OTHER CLAIMS SELLER MAY HAVE NOW OR IN THE FUTURE HAVE AGAINST BUYER (SUBJECT TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT TERMS AND PROVISIONS OF SUCH AMOUNT 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 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 NOT INTENDED AS ISSUED BY THE PARTIES, OR IN CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A FORFEITURE COURT OF GENERAL JURISDICTION IN THE COUNTY OR PENALTY WITHIIN CIRCUIT WHERE THE MEANING PROPERTY IS LOCATED. SUCH PAYMENT OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND 1677SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ BAK

Default by Buyer. In the event that this transaction fails to close by reason of any default by Buyer, all Xxxxxxx Money shall be forfeited by Buyer and released from escrow to Seller. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE EVENT THE CLOSING AND THE CONSUMMATION SALE OF THE TRANSACTION HEREIN CONTEMPLATED DOES PROPERTY IS NOT OCCUR AS HEREIN PROVIDED CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY DEFAULT PORTION OF BUYERTHE PROPERTY FROM SELLER, BUYER AND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE XXXXXXX MONEY AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE FIX THE ACTUAL DAMAGES WHICH SUFFERED BY SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AS A REASONABLE ESTIMATE RESULT OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, IS BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL BEINCUR AS A RESULT OF SUCH FAILURE, AS AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN EQUITY)THIS AGREEMENT, AN AMOUNT EQUAL WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION AND 1677. SELLER HEREBY WAIVES THE PROVISIONS FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYERITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WILL BE TERMINATED ANDWAS MADE, EXCEPT FOR EXPLAINED THE PROVISIONS CONSEQUENCES OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING SECTION TO IT. THIS SECTION DOES NOT LIMIT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2WHICH, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 1813 - Purchase and Sale Agreement AS OTHERWISE PROVIDED HEREIN, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF SURVIVE THE AMOUNTS SET FORTH IN PARAGRAPH 3 TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON BUYER’S INITIALS: _/s/ ST___ SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS: _/s/ BC___

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 PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF ANY OF THE CLOSING REPRESENTATIONS AND WARRANTIES OF BUYER, AND IF BUYER FAILS TO CURE SUCH DEFAULT OR BREACH WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE FROM 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 FAILURE TO CLOSE (AND IF THE AGREEMENT SHALL NOT BE CLOSED IN ITS ENTIRETY, THEN THE ENTIRE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLERS). IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND 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 CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT A RESULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER’S BREACH OR DEFAULT. 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 SALE OF THE PROPERTYPROPERTIES SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, IS AND WILL BE, AS SELLER’S THEN THE RETENTION OF THE ESCROW DEPOSIT (OR THE APPLICABLE SHARE THEREOF) SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT REASON OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369DEFAULT, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller’s Initials Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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 BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER'S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 1677CONFIDENTIALITY OBLIGATIONS. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY 753659.08/XXX000000-00001/4-20-16/pjr/pjr -21- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] _________________________ ________________________ SELLER'S INITIALS BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS

Default by Buyer. IN THE EVENT THAT THE CLOSING ESCROW AND THE CONSUMMATION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER 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 BUYER DEFAULTS ESCROW AND FAILS THIS TRANSACTION FAIL TO COMPLETE THE PURCHASE CLOSE SOLELY AS A RESULT OF THE PROPERTYDEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, IS WILLING AND WILL BEABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN EQUITY), AN THE AMOUNT EQUAL TO OF THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INCLUDING INTEREST AND DIVIDENDS EARNED THEREON)) THEN HELD BY ESCROW AGENT. SAID AMOUNT WILL 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 AND THE RIGHTS AND OBLIGATIONS OF 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 AGENT SHALL DELIVER THE DEPOSIT (INCLUDING INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677DAMAGES. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2SECTION 13.1, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsITS TERMS.

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 THE CLOSING CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND WISHES TO INDUCE SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WAIVE OTHER REMEDIES WHICH SELLER MAY SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT 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 AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL DEFAULT PRIOR TO THE DEPOSIT (WHICH INCLUDES CLOSING. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT OF A BUYER DEFAULT BEYOND ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULLAPPLICABLE NOTICE AND CURE PERIOD, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT AND SHALL NOT BE DEEMED TO CALIFORNIA CIVIL CODE SECTIONS 1671CONSTITUTE A FORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, 1676 SELLER EXPRESSLY RESERVES ALL RIGHTS TO INDEMNIFICATION WHICH MAY ARISE HEREIN, AND 1677THE RIGHT TO RECOVER SELLER’S ATTORNEYS’ FEES IN ACCORDANCE WITH §7.12. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYERSELLER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, RIGHTS AND BUYER’S RELEASES CONTAINED OBLIGATIONS UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION THIS §6.04 SHALL SURVIVE THE CLOSE OF ESCROW AND RETENTION BY SELLER DELIVERY OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH DEED. BUYER AGREES TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER EXECUTE ESCROW INSTRUCTIONS TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE RELEASE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: Buyer’s Initials:

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING CLOSE OF ESCROW FAILS TO OCCUR DUE SOLELY TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO 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 CONSUMMATION SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, OCCUR SOLELY DUE TO A BUYER DEFAULT AND PROVIDED SELLER IS AND WILL BENOT IN DEFAULT HEREUNDER, AS SELLER’S ITS SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)HEREUNDER, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN AS SET FORTH IN THIS SECTION 13.1, UNDER NO CIRCUMSTANCES SHALL BUYER HAVE ANY LIABILITY FOR A BREACH OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN BUYER’S 34 INDEMNIFICATION OBLIGATIONS HEREUNDER). NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND 1677SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/CS Buyer’s Initials: /s/ RJH

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYERBUYER (A "BUYER DEFAULT") AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, BUYER AND SELLER 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 OF A BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, DEFAULT IS AND WILL BESHALL BE AN AMOUNT EQUAL TO THE DEPOSIT; AND, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE PAID TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYERA BUYER DEFAULT, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF A BUYER DEFAULT BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE NOTHING CONTAINED IN THIS SECTION 3389. UPON DEFAULT BY SHALL LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S 'S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS BUYER'S INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER'S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 1677CONFIDENTIALITY OBLIGATIONS. SELLER HEREBY WAIVES NOTWITHSTANDING ANYTHING IN THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH FOREGOING TO THE OTHER EXCEPT FOR CONTRARY, BUYER SHALL NOT BE DEEMED TO BE IN DEFAULT IF BUYER HAS NOT DELIVERED THE RIGHT OF CLOSING DOCUMENTS OR FUNDS TO ESCROW, AS PROVIDED IN SECTION 5.2 HEREIN, IF (A) SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED HAS COMMUNICATED TO BUYER UPON IN WRITING THAT IT WILL NOT CLOSE AND/OR (B) SELLER IS THEN CURRENTLY IN DEFAULT BEYOND ALL APPLICABLE NOTICE AND CURE PERIODS. ________________________ SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials'S INITIALS ________________________ BUYER'S INITIALS

Default by Buyer. IN THE EVENT THAT THE CLOSING ESCROW AND THE CONSUMMATION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERBUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER 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 BUYER DEFAULTS ESCROW AND FAILS THIS TRANSACTION FAIL TO COMPLETE THE PURCHASE CLOSE SOLELY AS A RESULT OF THE PROPERTYDEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, IS WILLING, AND WILL BEABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)REMEDY, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDEDA RESULT OF BUYER'S DEFAULT AND SELLER IS READY, HOWEVERWILLING, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (5%1) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETOAND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsAND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME,

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF IF THE TRANSACTION CONTEMPLATED HEREIN CONTEMPLATED DOES IS NOT OCCUR CONSUMMATED BY THE CLOSE OF ESCROW AS HEREIN PROVIDED BY REASON A RESULT OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE IF THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT BUYER’S DEFAULT IS NOT CAUSED BY A REASONABLE ESTIMATE DEFAULT 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 WILL BESELLER, AS SELLER’S SOLE REMEDY AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY)RELIEF, AN AMOUNT EQUAL SELLER HAS THE RIGHT TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, AND WITHOUT FURTHER OBLIGATION OF BUYER, ALL OTHER CLAIMS ESCROW HOLDER WILL RELEASE THE DEPOSIT TO DAMAGES SELLER WITHOUT FURTHER INSTRUCTION, THE PARTIES AGREE THAT SELLER’S ACTUAL DAMAGE AS A RESULT OF BUYER’S DEFAULT WOULD BE DIFFICULT OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERIMPOSSIBLE TO DETERMINE, AND THE DEPOSIT IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGE SELLER WOULD SUFFER AS A RESULT OF SUCH DEFAULT; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNT DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES DAMAGED TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THE PARTIES WITNESS THEIR AGREEMENT TO THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT PROVISION BY INITIALING THIS SECTION: Seller: (5%/s/DDS) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: (/s/PR)

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BESELLER MAY, AS SELLER’S THE SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR OF SELLER, IN EQUITY)THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 1671, 1676 4.3.1 AND 167714 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Seller's Initials: ____________ Buyer’s Initials Seller’s 's Initials: _____________

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERIn 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 (except 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). 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, 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, PROPERTY IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE EXXXXXX MONEY DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Initials: /s/ CM Seller’s Initials: /s/ WCO

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT SHALL FAIL TO OCCUR AS HEREIN PROVIDED BY REASON OF ANY A DEFAULT IN BUYER’S OBLIGATIONS HEREUNDER THAT BUYER HAS FAILED TO CURE FOR A PERIOD IN EXCESS OF BUYERFIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN PROVIDED BY SELLER TO BUYER (PROVIDED THAT NO SUCH NOTICE SHALL BE REQUIRED WHERE BUYER FAILS TO PERFORM ITS OBLIGATIONS (DELIVERY OF DOCUMENTS AND/OR PURCHASE PRICE FUNDS) AT CLOSING HEREUNDER), BUYER AND SELLER 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, PROPERTY IS AND WILL SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES AND ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH RETENTION OF THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES 1677 OF THE PROVISIONS 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 SECTION 3389OR ANY SIMILAR PROVISION. UPON SUCH DEFAULT BY BUYER, THIS AGREEMENT WILL SHALL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 MAY BE ALLOWED HEREIN. NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT AND RECEIPT BY SELLER OF LIQUIDATED DAMAGES, BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL NOT BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) RELIEVED OF THE TOTAL PURCHASE PRICE ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO(INCLUDING, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYBUT NOT LIMITED TO, PARAGRAPHS 7(a)(ii)(B) AND 18). /s/ [ILLEGIBLE] Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE EVENT THE CLOSING SHALL NOT OCCUR BY REASON OF BUYER’S DEFAULT, THEN AS SELLERS’ SOLE AND EXCLUSIVE REMEDY AT LAW AND IN EQUITY, SELLERS MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DELIVERED TO AND RETAINED BY SELLERS AS 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 HEREIN CONTEMPLATED DOES BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A 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 AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER’S DEFAULT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THEN THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE RETENTION 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 WILL BE, AS SELLER’S DEPOSIT SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR AND IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF EQUITY UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT REASON OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369DEFAULT, BUT IS INTENDED SUBJECT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 A TERMINATION OF THIS AGREEMENT, NEITHER PARTY HAS INCLUDING SECTION 10.10 BELOW. THIS SECTION 9.2 SHALL SURVIVE ANY FURTHER TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLERS’ RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE AND REMEDIES AGAINST BUYER FOR ANY OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PRE-CLOSING DEFAULT BY BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT (INCLUDING BUYER’S DUE DILIGENCE INDEMNITY UNDER SECTION 4.6 ABOVE OR ANY AMENDMENT HERETO, SUCH DUE DILIGENCE INDEMNITY SET FORTH IN THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLERACCESS AGREEMENT OR BREACH OF CONFIDENTIALITY UNDER SECTION 10.20 BELOW). /s/AK /s/AC BUYER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS SELLERS’ INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYERIf Buyer defaults in its obligations to close the purchase of the Property, or if Buyer otherwise materially defaults hereunder, then (a) Seller shall be entitled to receive the Deposit, together with all interest earned thereon, as fixed and liquidated damages, this Contract shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Contract, and (b) Buyer shall immediately direct the Escrow Agent, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Buyer, including any right to damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE (I) THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE TOTAL NET DETRIMENT DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; (II) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT WOULD SUFFER IN BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (III) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS CONTRACT TO THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE AMOUNT OF THE PROPERTYDEPOSIT IF THIS CONTRACT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS CONTRACT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; AND (IV) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES AND NOT A PENALTY. All of the foregoing shall be without limitation on the rights and remedies of Seller hereunder, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY at law or in equity in the event of a default by Buyer pursuant to Sections 5.5 (WHETHER AT LAW OR IN EQUITYIndemnification), AN AMOUNT EQUAL TO THE DEPOSIT 5.7 (WHICH INCLUDES ANY ACCRUED INTEREST THEREONConfidentiality). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER18 (Litigation), ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369or 21 (Brokerage), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671or any covenant, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYERagreement, THIS AGREEMENT WILL BE TERMINATED ANDindemnity, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initialsrepresentation or warranty of Buyer that survives the Closing or the termination of this Contract.

Default by Buyer. IN THE EVENT THAT BUYER FAILS IN THE CLOSING AND PERFORMANCE ---------------- OF ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE CONSUMMATION CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR IN THE TRANSACTION HEREIN CONTEMPLATED DOES NOT EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR AS HEREIN PROVIDED BY REASON OF ANY A DEFAULT OF IN BUYER'S OBLIGATIONS HEREUNDER, BUYER AND SELLER THE 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS THE CLOSE OF ESCROW SHALL FAIL TO COMPLETE THE PURCHASE OCCUR BY REASON OF THE PROPERTYA DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, IS AND WILL BESELLER SHALL BE ENTITLED, 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), AN AMOUNT EQUAL $350,000) SHALL BE DELIVERED TO SELLER (THE DEPOSIT TO BE PROMPTLY DELIVERED BY ESCROW HOLDER AND THE BALANCE TO BE DELIVERED WITHIN THREE (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND 3) BUSINESS DAYS BY BUYER) AS LIQUIDATED DAMAGES FOR AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF ITS DUE DILIGENCE EXPENSES PURSUANT TO ARTICLE 4 ABOVE. THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER HEREBY WAIVES THE PROVISIONS OF ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 33891680 OR ANY OTHER APPLICABLE LAW. UPON DEFAULT IN THE EVENT THAT THE ADDITIONAL AMOUNT OWED BY BUYERBUYER PURSUANT TO THIS SECTION 6.2 IS NOT PAID WHEN DUE, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR 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 AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 6.2 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. /s/ SLM /s/ RES -------------- ---------------- Buyer’s 's Initials Seller’s 's Initials

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OCCUR DUE TO A BUYER DEFAULT (ALL OF THE PROPERTY, IS AND WILL BE, AS SELLERCONDITIONS TO BUYER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR IN EQUITYWAIVED), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES SECTION 15.5 OR (B) IMPAIR OR LIMIT THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER EFFECTIVENESS OR ENFORCEABILITY OF THE AMOUNTS SET FORTH INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER SECTION 4.3.1 AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsSECTION 14 HEREOF.

Default by Buyer. IN THE EVENT IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED 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 SHALL DELIVER WRITTEN INSTRUCTIONS TO ESCROW HOLDER TO PAY TO SELLER ANY PORTION OF THE DEPOSIT THEN HELD BY ESCROW HOLDER. 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 THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITYOTHER THAN FOR EXCLUDED ADDITIONAL ITEMS), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE "FORFEITURE" OR PENALTY WITHIIN THE MEANING OF "PENALTY" AS SUCH TERMS ARE USED IN CALIFORNIA CIVIL CODE SECTIONS 3275 OR 33693369 OR OTHERWISE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 16711671(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, THIS AGREEMENT WILL BE TERMINATED ANDOR IF BUYER FAILS TO EXECUTE INSTRUCTIONS TO ESCROW HOLDER AS AND WHEN REQUIRED ABOVE INSTRUCTING IT TO DELIVER THE DEPOSIT TO SELLER, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, THEN SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS 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. 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 PROVISION WILL NOT LIMIT (AND THE LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%DISCUSSED ABOVE DO NOT INCLUDE COMPENSATION FOR) "EXCLUDED ADDITIONAL ITEMS," CONSISTING OF THE TOTAL PURCHASE PRICE UNDER FOLLOWING: (i) SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, (ii) BUYER'S INDEMNITY OBLIGATIONS, AND (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 APPLICABLE PROVISIONS OF THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYAGREEMENT. XX XXX SDL --------- ----- ----- ----- Buyer’s Initials 's initials Seller’s Initials's initials

Default by Buyer. IN IF BUYER FAILS TO PURCHASE THE EVENT PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE CLOSING TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE CONSUMMATION OF DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE THAT BASED UPON THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGES BY REASON OF ANY SUCH DEFAULT OF BY BUYER. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT REASONABLE AT SUCH TIME TO ESTIMATE AWARD SELLER THE DAMAGES WHICH SELLER MAY SUFFERDEPOSIT AS LIQUIDATED DAMAGES. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE IN CONSIDERATION OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS RIGHT TO COMPLETE THE PURCHASE RECEIVE PAYMENT OF THE PROPERTYLIQUIDATED DAMAGES, IS AND SELLER WILL BEBE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, AS THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN AND EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SELLER MIGHT OTHERWISE BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH ENTITLED BY REASON OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677’S DEFAULT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING PARAGRAPH 7.5.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. ______________________SELLER’S INITIALS ____________________BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN DAMAGES. SUCH RETENTION OF THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. ADMIN 35315890v4 NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND 1677SECTION 12.4 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: C.J.S. Buyer’s Initials: 27 ADMIN 35315890v4 NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 12.4 HEREOF. 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. Seller’s Initials: Buyer’s Initials: M.P.O. ADMIN 35315890v4

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT, FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS SELLER MAY, IN THE EVENT FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 1.2 HEREOF, THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. CANCEL THE PAYMENT OF SUCH AMOUNT ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND RETAIN THE MEANING OPTION PAYMENT AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 16771677 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 IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/CJS Buyer’s Initials: /s/HD/ /s/HSD, /s/HHD

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, 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; 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, 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, PROPERTY IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CALIFORNIA. CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENTBUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED OR TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDYSURVIVING INDEMNITY PROVISIONS. Buyer’s Initials Initials: Stephen Coree Seller’s Initials: Xxxxx Xxxxxxx

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL -29- Xxxxxx Realty, L.P. - Purchase Agreement Santa Fe Summit CONFIDENTIAL TREATMENT REQUESTED BY INTUIT INC. SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY 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 CALIFORNIA CODE OF CIVIL CODE SECTIONS 1671PROCEDURE, 1676 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 1677UNTIL 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 33893389 AND ANY SIMILAR STATE OR FEDERAL STATUTE. UPON DEFAULT BY BUYERBUYER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE CLOSING, THIS AGREEMENT WILL BE TERMINATED ANDBUYER SHALL NOT HAVE ANY RIGHT, EXCEPT FOR TITLE OR INTEREST IN AND TO THE PROVISIONS PROPERTY OR ANY PORTION THEREOF UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF FILED AN ACTION SEEKING SUCH REMEDY. Buyer’s Initials Seller’s InitialsEACH 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- Xxxxxx Realty, L.P. - Purchase Agreement Santa Fe Summit CONFIDENTIAL TREATMENT REQUESTED BY INTUIT INC. /s/ RNW /s/ JH THR BUYER’S INITIALS SELLER’S INITIALS

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION IF THIS TRANSACTION FAILS TO CLOSE AS A RESULT OF A MATERIAL DEFAULT BY BUYER WITH RESPECT TO ANY OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON TERMS OF ANY THIS AGREEMENT, AND SUCH MATERIAL DEFAULT CONTINUES FOR A PERIOD OF BUYERTEN (10) DAYS AFTER SELLER NOTIFIES BUYER IN WRITING OF SUCH EVENT, 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 IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL 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 (WHICH INCLUDES $6,500,000.00) AS LIQUIDATED DAMAGES, IT BEING UNDERSTOOD AND AGREED THAT SELLER IS HEREBY RELEASING AND/OR WAIVING ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF RIGHT IT MIGHT HAVE EITHER TO SPECIFICALLY ENFORCE THIS AGREEMENT BY BUYER, ALL OR TO XXX FOR ANY OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677ADDITIONAL DAMAGES. SELLER HEREBY 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 DIFFERENCES OF OPINION WITH RESPECT TO SUCH MATTERS. UNLESS SELLER WAIVES THE PROVISIONS BUYER'S DEFAULT IN WRITING WITHIN FIVE (5) DAYS AFTER THE EXPIRATION OF CALIFORNIA CIVIL CODE SECTION 3389. UPON THE 10-DAY PERIOD SPECIFIED IN THE PRECEDING SENTENCE, OR SUCH DEFAULT BY BUYERIS CURED WITHIN SUCH 10-DAY PERIOD, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SHALL AUTOMATICALLY TERMINATE EFFECTIVE FIFTEEN (15) DAYS AFTER THE PROVISIONS NOTICE OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER DEFAULT IS GIVEN WITHOUT THE NECESSITY OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERNOTICE BEING GIVEN. UPON SUCH TERMINATION, SELLER EACH PARTY SHALL BE ENTITLED RELEASED FROM ALL DUTIES OR OBLIGATIONS CONTAINED HEREIN, EXCEPT FOR THOSE SUCH OBLIGATIONS THAT SPECIFICALLY SURVIVE TERMINATION INCLUDING, WITHOUT LIMITATION, BUYER'S OBLIGATIONS TO RECEIVE THE DEPOSIT AS PAY LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsHEREUNDER.

Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION CLOSE OF THE TRANSACTION HEREIN CONTEMPLATED ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER 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, PROPERTY IS AND WILL BESHALL 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), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE 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. THE SUCH PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 18.5 BELOW, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING NOR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND CONFIDENTIALITY OBLIGATIONS. SELLER’S INITIALS BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s InitialsINITIALS

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE CLOSING AND CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONSUMMATION CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON THIS AGREEMENT AND THE SPECIAL NATURE OF ANY DEFAULT OF BUYERTHE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OR EXTREMELY DIFFICULT TO ESTIMATE ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE DAMAGES 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 SUFFERHAVE IN THE EVENT OF A BUYER DEFAULT. THEREFORE, BUYER AND SELLER DO SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DAMAGES WHICH SELLER WOULD SUFFER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT BUYER DEFAULTS AND SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYOCCUR DUE TO A BUYER DEFAULT, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF TERMINATE THIS AGREEMENT BY BUYERWRITTEN NOTICE TO BUYER AND ESCROW HOLDER, ALL OTHER CLAIMS TO DAMAGES CANCEL THE ESCROW AND RECEIVE (OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. RETAIN, IF SELLER ALREADY HOLDS THE PAYMENT OF SUCH AMOUNT DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE MEANING DEPOSIT TO SELLER. SUCH RETENTION OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 16771677 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 IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, SECTION 13.1 AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE ENFORCED BOUND BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS 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 HOLDERITS TERMS. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ PMM

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF BUYER’S FAILURE TO CONSUMMATE THE CLOSING AND THE CONSUMMATION PURCHASE OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, PROPERTY WHEN BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND OBLIGATED UNDER THE TERMS OF THIS AGREEMENT TO SO CONSUMMATE THE PURCHASE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ESTIMATE DETERMINE. AFTER NEGOTIATION, THE DAMAGES WHICH SELLER MAY SUFFER. THEREFOREPARTIES HAVE AGREED THAT, BUYER AND SELLER DO HEREBY AGREE THAT CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES THAT SELLER WOULD SUFFER INCUR IN THE EVENT THAT OF BUYER’S BREACH. IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY WHEN BUYER WOULD BE OBLIGATED UNDER THE TERMS OF THIS AGREEMENT TO SO COMPLETE THE PURCHASE, IS THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES (AND WILL BE, NOT AS SELLER’S A PENALTY) AND THE SOLE AND EXCLUSIVE REMEDY (WHETHER AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAW OR IN EQUITY)THE TIME THIS AGREEMENT WAS MADE, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND CONSEQUENCES OF THIS LIQUIDATED DAMAGES FOR THE BREACH OF PROVISION. THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES SECTION 8.1 IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 3275 OR 33692.2, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 16712.3, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER6.5, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.210.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 10.13 OF THIS AGREEMENT, NEITHER PARTY HAS 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. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Initials: Seller Buyer’s Initials Seller’s Initials