Common use of Default by Buyer Clause in Contracts

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE CLOSING AND THE CONSUMMATION OF A FAILURE TO CONSUMMATE THE SALE DUE TO TRANSACTION HEREIN CONTEMPLATED DOES 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 OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER IS AND WILL BE, AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO SELLER THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY BREACH OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADEBY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE CONSEQUENCES PAYMENT OF THIS SUCH AMOUNT AS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT SELLERCONSTITUTE 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 RIGHTS INDEMNITY OBLIGATIONS UNDER SECTIONS 2.2PARAGRAPH 16.2, 2.3 AND 10.2 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 PARTIES HAVE AGREED EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY 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 BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY BUYER IS AND SHALL BE, AS SELLER’S ACTUAL SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR SUCH BREACH, AN AMOUNT EQUAL TO THE DEPOSIT, AND ANY INTEREST ACCRUING THEREON. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR 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. UPON SUCH A DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND, EXCEPT FOR THOSE PROVISIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 18(b) TO THE CONTRARY, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE TERMINATION OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN THE EVENT OF BUYER’S DEFAULT. EQUITY IN THE EVENT BUYER FAILSOR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER IS ASSERTING ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, WITHOUT LEGAL EXCUSE, INDEFEASIBLE AND MARKETABLE TITLE TO COMPLETE THE PURCHASE OF 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 OBLIGATION OF BUYER UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 18(b) TO THE CONTRARY, THE XXXXXXX MONEY MADE BY BUYER FOREGOING SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOWIN NO EVENT LIMIT BUYER’S OBLIGATIONS UNDER PARAGRAPHS 4(d), EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED17, AT THE TIME THIS AGREEMENT WAS MADE20, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT 21(e) and 21(m) AND/OR SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENTREMEDIES IN CONNECTION THEREWITH.

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S 's ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE THIS SALE DUE TO BUYER’S DEFAULT 's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILUREEVENT. 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.: BUYER:

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 Xxxxxxx 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 Sections 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 Xxxxxxx 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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(c) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity if Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (i) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (ii) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller _____ Buyer _____

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE CLOSING AND THE CONSUMMATION OF A FAILURE TO CONSUMMATE THE SALE DUE TO TRANSACTION HEREIN CONTEMPLATED DOES 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 OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY IS AND SHALL BE, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), THE RIGHT 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 THE TIME TERMINATE THIS AGREEMENT WAS MADEAND RECEIVE AN AMOUNT EQUAL TO THE XXXXXXX MONEY). SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE CONSEQUENCES BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER 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 PROVISION. THIS SECTION 8.1 IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT SELLERCONSTITUTE 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 SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER, TO COLLECT ITS ENFORCEMENT COSTS AND TO ENFORCE BUYER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 INDEMNIFICCATION OBLIGATIONS HEREUNDER WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT.. Buyer’s Initials Seller’s Initials

Default by Buyer. IN THE PARTIES HAVE AGREED THAT EVENT OF ANY DEFAULT BY BUYER OF ITS OBLIGATION TO CLOSE HEREUNDER, SELLER SHALL BE ENTITLED TO RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER’S ACTUAL DAMAGES SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE DEPOSIT AND BUYER SHALL PROMPTLY DIRECT THE DEPOSIT BE PAID TO SELLER IN THE EVENT OF A FAILURE DEFAULT BY BUYER OF ITS OBLIGATION TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT CLOSE HEREUNDER. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, ESTIMATE THE PARTIES HAVE AGREED THAT, CONSIDERING ALL DAMAGES WHICH SELLER MAY SUFFER IN THE CIRCUMSTANCES EXISTING ON EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE DATE OF THIS AGREEMENT, THE AMOUNT PURCHASE OF THE XXXXXXX MONEY IS PROPERTY AS HEREIN PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE DAMAGES NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULTDEFAULT OR BREACH OF ITS OBLIGATION TO CLOSE HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES. IN THE EVENT THAT BUYER FAILSDEFAULTS IN ITS OBLIGATIONS HEREUNDER OTHER THAN ITS OBLIGATION TO CLOSE, WITHOUT LEGAL EXCUSETHEN FOLLOWING FIVE (5) BUSINESS DAYS WRITTEN NOTICE TO BUYER TO ALLOW BUYER AN OPPORTUNITY TO CURE (AND BUYER’S FAILURE TO CURE WITHIN SAID TIME), TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SELLER SHALL BE FORFEITED ENTITLED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME TERMINATE THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENTPURSUE AN ACTION FOR ITS ACTUAL DAMAGES.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILSIS IN DEFAULT UNDER THIS AGREEMENT AND IF AS A RESULT THEREOF CLOSING HEREUNDER SHALL NOT OCCUR, WITHOUT LEGAL EXCUSETHEN SELLER SHALL, AS ITS SOLE REMEDY FOR DEFAULT HEREUNDER, BE ENTITLED TO COMPLETE RETAIN THE PURCHASE OF DEPOSIT (TO THE PROPERTY, THE XXXXXXX MONEY EXTENT REQUIRED TO BE MADE BY BUYER SHALL BE FORFEITED TO SELLER HEREUNDER) AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND AS SELLER’S SOLE REMEDY, IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR 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 (TO THE EXTENT REQUIRED TO BE MADE HEREUNDER), THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY WITHOUT THE NEED OF ANY FURTHER WRITTEN CONFIRMATION, AND THE SOLE PARTIES SHALL BE RELIEVED OF ALL FURTHER OBLIGATION AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURELIABILITY HEREUNDER AND THEREUNDER. IT IS AGREED BY PLACING THEIR INITIALS BELOWTHE PARTIES HERETO THAT THE FOREGOING SHALL NOT IN ANY WAY DIMINISH OR LIMIT ANY OF BUYER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN 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, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES AGREE THAT THE PRE-CLOSING WORK DEPOSIT IS NOT A PART OF THE STATEMENTS MADE ABOVE DEPOSIT HEREUNDER AND THAT THE FACT THAT EACH PARTY WAS REPRESENTED DISBURSEMENT OF THE PRE-CLOSING WORK DEPOSIT IS GOVERNED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SAID SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT6.7.6.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BUYER’S FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT IN BREACH HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULTBREACH. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.. Initials: /s/ MR /s/ DF

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. IN THE EVENT BUYER FAILSAND SELLER HEREBY AGREE THAT SELLER MAY, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREAND 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 PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller's Initials: _____________ Buyer's Initials: _____________

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A FAILURE TO CONSUMMATE BUYER DEFAULT (ALL OF THE SALE DUE CONDITIONS TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR IMPRACTICABLE WAIVED), SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO DETERMINEBUYER AND ESCROW HOLDER AND CANCEL THE ESCROW (IF THEN OPENED), IN WHICH EVENT BUYER SHALL REIMBURSE SELLER FOR SELLER’S OUT-OF-POCKET COSTS AND EXPENSES. AFTER NEGOTIATION, 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 PARTIES EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE AGREED THAT, CONSIDERING ALL READ AND UNDERSTAND THE CIRCUMSTANCES EXISTING ON THE DATE PROVISIONS OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE SECTION 13.1 AND BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: /s/ X. X. ____ Buyer’s Initials: /s/ D. S. ____

Default by Buyer. IN THE EVENT THE PURCHASE AND SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO BUYER’S DEFAULT, ESCROW AGENT SHALL PAY THE DEPOSIT TO SELLER, AND SELLER SHALL RETAIN THE SAME AS FULL LIQUIDATED DAMAGES, AS SELLER’S SOLE AND ONLY REMEDY, FOR BUYER'S DEFAULT HEREUNDER. THE PARTIES HAVE AGREED 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 ACTUAL 'S RIGHT TO RETAIN THE DEPOSIT AS FULL LIQUIDATED DAMAGES IS SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A FAILURE DEFAULT HEREUNDER BY BUYER, AND SELLER HEREBY WAIVES AND RELEASES ANY RIGHT TO CONSUMMATE (AND HEREBY COVENANTS THAT IT SHALL NOT) SUE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE BUYER (A) FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.OR

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BUYER’S FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT IN BREACH HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULTBREACH. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.. Initials: /s/ MR /s/ TM

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILSDEFAULT, WITHOUT LEGAL EXCUSETERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, TO COMPLETE CANCEL THE PURCHASE OF ESCROW AND RECEIVE THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREAND 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 PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller's Initials: _____________ Buyer's Initials: WLO -------------

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE 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 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE SOLELY TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY DUE TO A BUYER FAILSDEFAULT AND PROVIDED SELLER IS NOT IN DEFAULT HEREUNDER, WITHOUT LEGAL EXCUSEAS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO COMPLETE BUYER AND ESCROW HOLDER, CANCEL THE PURCHASE OF ESCROW AND RECEIVE THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF 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 SUCH FAILUREA BREACH OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS HEREUNDER). NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: /s/CS Buyer’s Initials: /s/ RJH

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BUYER’S FAILURE TO CONSUMMATE THE SALE DUE PURCHASE OF THE PROPERTY WHEN BUYER WOULD BE OBLIGATED UNDER THE TERMS OF THIS AGREEMENT TO BUYER’S DEFAULT SO CONSUMMATE THE PURCHASE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULTBREACH. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY WHEN BUYER WOULD BE OBLIGATED UNDER THE TERMS OF THIS AGREEMENT TO SO COMPLETE THE PURCHASE, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 2.3, 6.5, 10.2, AND 10.2 10.13 OF THIS AGREEMENT.

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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24 AND 16(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in 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. In all other events, Seller’s remedies 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. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF A 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 CONSUMMATE CLOSE. IN CONNECTION WITH THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONFOREGOING, THE PARTIES HAVE AGREED THATRECOGNIZE 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, CONSIDERING ALL THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE CIRCUMSTANCES EXISTING ON EXTENT OF DETRIMENT TO SELLER CAUSED BY THE DATE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AGREEMENT OR THE AMOUNT OF THE XXXXXXX MONEY IS COMPENSATION SELLER SHOULD RECEIVE AS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE SALE OF THE PROPERTYPROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE XXXXXXX MONEY MADE BY BUYER RETENTION OF THE ESCROW DEPOSIT SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY 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 THE TIME UNDER THIS AGREEMENT WAS MADEBY REASON OF SUCH DEFAULT (PROVIDED SUCH LIMITATION SHALL NOT APPLY TO BUYER’S INDEMNIFICATION AND OTHER OBLIGATIONS PURSUANT TO SECTIONS 4.2.1, THE CONSEQUENCES 5.3, 10.1, 10.11, 10.12, AND ANY OTHER PROVISION OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 AGREEMENT THAT EXPRESSLY SURVIVES A TERMINATION OF THIS AGREEMENT).

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE 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 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILSDEFAULT, WITHOUT LEGAL EXCUSETERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH (ALL OTHER CLAIMS TO COMPLETE DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED), AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE PURCHASE DEPOSIT TO SELLER. SUCH RETENTION OF THE PROPERTY, THE XXXXXXX MONEY MADE DEPOSIT BY BUYER SHALL BE FORFEITED SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AS LIQUIDATED DAMAGES AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. SELLER HEREBY WAIVES THE SOLE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. 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 AND EXCLUSIVE REMEDY AVAILABLE TO 14 HEREOF. SELLER FOR SUCH FAILURE. AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: _____________ Buyer’s Initials: _____________

Default by Buyer. THE PARTIES HAVE AGREED If Buyer should breach any of its covenants contained in this Agreement (and Seller shall not be in default hereunder), Seller may terminate this Agreement without further liability on Seller’s part and retain the Deposit as liquidated damages, and not as a penalty, it being understood that Seller’s actual damages in the event of such a default are difficult to ascertain and that such Deposit represents the parties’ best estimate of such damages. Seller shall not have any other remedy for any default by Xxxxx. BY INITIALING THIS SECTION 11.2, PURCHASER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT BY PURCHASER: (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, FIX ACTUAL DAMAGES; (B) AN AMOUNT EQUAL TO THE PARTIES HAVE AGREED THAT, CONSIDERING ALL DEPOSIT WILL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT PAYMENT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE LIQUIDATED DAMAGES TO SELLER WILL CONSTITUTE THE EXCLUSIVE REMEDY OF THE DAMAGES SELLER; (D) SELLER MAY RETAIN THAT SELLER WOULD INCUR IN THE EVENT PAYMENT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO LIMIT SELLER’S RIGHTS UNDER CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 2.21671, 2.3 1676 AND 10.2 1677 OF THIS AGREEMENTTHE CALIFORNIA CIVIL CODE. Seller INITIALS: Buyer INITIALS: .

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE CLOSE OF A FAILURE TO CONSUMMATE THE SALE DUE TO ESCROW DOES 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 OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY IS AND SHALL BE, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO SELLER THE DEPOSIT, AND ANY INTEREST ACCRUING THEREON. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH FAILURETHE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. UPON DEFAULT BY PLACING THEIR INITIALS BELOWBUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH PARTY SPECIFICALLY CONFIRMS TO THE ACCURACY OTHER EXCEPT FOR THE RIGHT OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS SELLER TO COLLECT SUCH LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 FROM BUYER AND 10.2 OF THIS AGREEMENTESCROW HOLDER.

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 Xxxxxxx 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 Xxxxxxx Money shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24 AND 16(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in 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. In all other events, Seller’s remedies 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. IF THE PARTIES HAVE SALE AND PURCHASE OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, SELLER SHALL TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF, AND THEREUPON SHALL BE ENTITLED TO THE DEPOSIT. IT IS HEREBY AGREED THAT SELLER’S ACTUAL 'S DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE BY BUYER HEREUNDER ARE UNCERTAIN AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONASCERTAIN, AND THAT THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT CONSTITUTES A REASONABLE PRE-ESTIMATE OF SUCH DAMAGES AND SELLER'S RETENTION THEREOF IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. THE RIGHT TO RETAIN THE DEPOSIT AS FULL LIQUIDATED DAMAGES THAT SELLER WOULD INCUR IS SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF DEFAULT HEREUNDER BY BUYER’S DEFAULT. IN , EXCEPT, HOWEVER, FOR THE EVENT INDEMNIFICATION OBLIGATIONS OF BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT., FOR THE BREACH OF WHICH SELLER MAY EXERCISE ANY AND ALL RIGHTS OR REMEDIES AVAILABLE AT LAW OR IN EQUITY. _____________________ ______________________ Seller's initials Buyer's initials ARTICLE X

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 Escrow Holder shall deliver the Xxxxxxx 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 Sections 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), and (iii) this Agreement shall be terminated. If the transaction is not consummated because of a default by Buyer, the Xxxxxxx 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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(c) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity if, subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii), Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (y) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (z) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller _____ Buyer _____

Default by Buyer. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE THIS SALE DUE TO BUYER’S DEFAULT 'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILUREEVENT. 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2INITIALS: SELLER /s/ Authorized Signatory BUYER /s/ Authorized Signatory If Seller is required to take any action to enforce the foregoing liquidated damages provision, 2.3 AND 10.2 OF THIS AGREEMENTand Seller is the prevailing party in such action, then Seller shall, notwithstanding the foregoing provisions of this Section 6.2, be entitled to recover all costs and expenses incurred by Seller in enforcing or establishing its rights hereunder in accordance with Section 9.5 below. Further, nothing contained in this Section 6.2 shall restrict Seller's ability to pursue any rights or remedies it may have against Buyer, nor shall it limit Buyer's liability, with respect to those obligations which expressly survive the termination of this Agreement, including, without limitation, Buyer's indemnity obligations under Section 3.1(b) and Section 9.2 hereof.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE ANY DEFAULT BY BUYER HEREUNDER, SELLER SHALL BE ENTITLED TO CONSUMMATE RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER'S SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE SALE DUE DEPOSIT, EXCEPT THAT THE FOREGOING SHALL NOT APPLY TO BUYER’S DEFAULT 'S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER'S OBLIGATIONS UNDER SECTION 4.2 (IN CONNECTION WITH WHICH, BUYER'S LIABILITY SHALL BE LIMITED TO SELLER'S ACTUAL DAMAGES). BUYER AND SELLER AGREE THAT IT WOULD BE IIVIPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. MAY SUFFER IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, PROPERTY AS HEREIN PROVIDED. BUYER i\ND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE XXXXXXX NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY MADE BY BUYER EQUAL TO THE DEPOSIT WHICH SHALL BE FORFEITED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILUREDAMAGES. BY PLACING THEIR SELLERS 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.BUYERS INITIALS

Default by Buyer. IF THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT SUB-ESCROW FAILS TO CLOSE BECAUSE OF A FAILURE DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO CONSUMMATE DELIVER THE SALE DUE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE 'S BREACH OF THIS AGREEMENT, WITHOUT THE AMOUNT NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE XXXXXXX MONEY IS DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A REASONABLE ESTIMATE WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, RIGHT TO COMPLETE THE PURCHASE SPECIFIC PERFORMANCE OF THE PROPERTYAGREEMENT, THAT THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO MAY HAVE AGAINST MMB OR SELLER AS LIQUIDATED DAMAGES AND UNDER THIS AGREEMENT UNLESS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY WAIVER IS CONDITIONED UPON SERVICE OF THE STATEMENTS MADE ABOVE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES CODE OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENTCIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION.

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(d), 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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(d) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(d), in the event of Buyer’s default or a termination of this Agreement not permitted by the terms 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 is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(d) and Sections 4(d), 15(f) and 15(l) hereof. INITIALS: Seller _AB__ Buyer _JRS__

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 Xxxxxxx 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 Sections 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), and (iii) this Agreement shall terminate. If the transaction is not consummated because of a default by Buyer, the Xxxxxxx 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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(c) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity if subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii) Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (x) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (y) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(c), 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller _____ Buyer _____ 941120.4

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE SOLELY BY REASON OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE EXTREMELY DIFFICULT OR IMPRACTICABLE DELIVERED TO DETERMINESELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. AFTER NEGOTIATIONIN CONNECTION WITH THE FOREGOING, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE CIRCUMSTANCES EXISTING ON THE DATE OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET AND, 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 THE XXXXXXX MONEY IS COMPENSATION SELLER SHOULD RECEIVE AS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE SALE OF THE PROPERTYPROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE XXXXXXX MONEY MADE BY BUYER RETENTION OF THE DEPOSIT SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY 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 THE TIME UNDER THIS AGREEMENT WAS MADEBY REASON OF SUCH DEFAULT, SUBJECT TO THE CONSEQUENCES PROVISIONS OF THIS LIQUIDATED DAMAGES PROVISION. AGREEMENT (INCLUDING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 9.2) THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT.. /s/ MF /s/ JMP

Default by Buyer. If Buyer shall default in the performance of its obligation to consummate the Closing under this Agreement, Seller, as its sole and exclusive remedy, may terminate this Agreement by written notice to Buyer and Escrow Agent, and thereupon shall be entitled to receive the Deposit as liquidated damages (and not a penalty) and whereupon this Agreement shall be terminated and neither party shall have any obligations hereunder other than the Surviving Obligations. IN CONNECTION WITH THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONFOREGOING, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL RECOGNIZE THAT SELLER WILL INCUR EXPENSES IN CONNECTION WITH THE CIRCUMSTANCES EXISTING ON THE DATE OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT, ; AND 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 THE XXXXXXX MONEY IS COMPENSATION SELLER SHOULD RECEIVE AS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT RESULT OF BUYER’S DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT. NOTHING CONTAINED IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SHALL IMPAIR ANY OF SELLER’S RIGHTS AND REMEDIES AGAINST BUYER FOR ANY OTHER PRE-CLOSING DEFAULT BY BUYER UNDER SECTIONS 2.2THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, 2.3 AND 10.2 BUYER’S DUE DILIGENCE INDEMNITY PURSUANT TO SECTION 3.2, OR BREACH OF THIS AGREEMENTCONFIDENTIALITY PURSUANT TO SECTION 18 BELOW).

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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(c) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller AB__ Buyer RFM__

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. IN THE EVENT BUYER FAILSAND SELLER HEREBY AGREE THAT SELLER MAY, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREAND 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 PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller's Initials: ____________ Buyer's Initials: _____________

Default by Buyer. IN THE PARTIES HAVE AGREED EVENT THE CLOSE OF ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER (A "BUYER DEFAULT") AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL 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 OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER AND SHALL BE FORFEITED AN AMOUNT EQUAL TO SELLER THE DEPOSIT; AND, AS LIQUIDATED DAMAGES AND THE SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE PAID TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOWAS THE FULL, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AGREED AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONFOR A BUYER DEFAULT, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF A BUYER DEFAULT BEING HEREIN EXPRESSLY WAIVED BY SELLER. THIS SECTION 8.1 SUCH PAYMENT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, 2.3 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 10.2 OF THIS AGREEMENTCONFIDENTIALITY OBLIGATIONS HEREUNDER.

Default by Buyer. THE PARTIES HAVE AGREED AGREE THAT SELLER’S ACTUAL SELLER SHOULD BE COMPENSATED FOR KEEPING THE TRANSFERRED INTEREST OFF THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER MAY SUFFER. THEREFORE, IN THE EVENT OF A FAILURE THAT BUYER DEFAULTS IN ITS OBLIGATION TO CONSUMMATE THE SALE DUE TRANSACTION CONTEMPLATED HEREIN, INCLUDING WITHOUT LIMITATION FAILING TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONCLOSE BY THE CLOSING DATE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR IN SUFFER IS AND WILL BE EQUAL TO THE EVENT OF BUYER’S DEFAULT. IN STOCK DEPOSIT, AND THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE RETENTION OF THE PROPERTYSTOCK DEPOSIT BY SELLER WILL BE SELLER'S EXCLUSIVE REMEDY AT LAW AND IN EQUITY AND WELL BE THE FULL, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS AGREED AND LIQUIDATED DAMAGES AND FOR THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY BREACH OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADEBY BUYER, THE CONSEQUENCES OF AND THIS LIQUIDATED DAMAGES PROVISIONAGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER'S OBLIGATIONS THAT EXPRESSLY SURVIVE, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Buyer's Initials _______ Seller's Initials ________

Default by Buyer. IN THE PARTIES HAVE AGREED EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, FIX AND THAT THE AMOUNT OF THE XXXXXXX MONEY IS A DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE DAMAGES PARTIES THEREFORE AGREE THAT SELLER WOULD INCUR IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF BUYERTHE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER’S DEFAULTSOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, ESCROW FAILS TO COMPLETE THE PURCHASE CLOSE AS A RESULT OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO BUYER’S DEFAULT AND SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.IS

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE CLOSE OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER AND PROVIDED SELLER IS NOT OTHERWISE IN DEFAULT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER PROPERTY IS AND SHALL BE FORFEITED AN AMOUNT EQUAL TO SELLER THE DEPOSIT; AND, AS LIQUIDATED DAMAGES AND THE SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER'S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PAYMENT OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 DEPOSIT IS NOT INTENDED TO AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, 2.3 NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND 10.2 OF THIS AGREEMENTCONFIDENTIALITY OBLIGATIONS.

Default by Buyer. IF THIS AGREEMENT IS NOT TERMINATED ON OR BEFORE THE EXPIRATION OF THE DUE DILIGENCE PERIOD OR AS A RESULT OF THE RIGHT OF BUYER TO TERMINATE THIS AGREEMENT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND IN THE EVENT OF A DEFAULT OF THE BUYER UNDER THE PROVISIONS OF THIS AGREEMENT FOLLOWING THE DUE DILIGENCE PERIOD, SELLER SHALL RETAIN ALL OF THE EXXXXXX MONEY, TOGETHER WITH ACCRUED INTEREST THEREON, AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPRACTICAL TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THE STATEMENTS MADE ABOVE SELLER'S DAMAGES, WHICH SHALL BE SELLER'S SOLE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONEXCLUSIVE REMEDY. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Buyer's Initials Seller's Initials

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE IF BUYER REFUSES OR FAILS TO CONSUMMATE THE SALE DUE CLOSE OF ESCROW UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN: (I) THE FAILURE OF AN EXPRESS CONDITION PRECEDENT TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OBLIGATION TO CLOSE, OR IMPRACTICABLE (II) ANY OTHER EXPRESS RIGHT OF BUYER SET FORTH IN THIS AGREEMENT TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF TERMINATE THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT AND IF BUYER FAILS, WITHOUT LEGAL EXCUSE, FAILS TO CURE ANY SUCH FAILURE TO COMPLETE THE PURCHASE CLOSE OF ESCROW WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF A WRITTEN NOTICE FROM SELLER INDICATING THE PROPERTYNATURE OF ANY DEFAULT ON THE PART OF BUYER, THE XXXXXXX MONEY MADE BY SELLER SHALL HAVE THE RIGHT TO CANCEL THIS AGREEMENT, AS SELLER’S SOLE REMEDY FOR BUYER’S FAILURE TO CLOSE OR FOR ANY DEFAULT ON THE PART OF BUYER UNDER THIS AGREEMENT, AND IN SUCH A CASE, BOTH PARTIES SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES RELIEVED OF AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURERELEASED FROM ANY FURTHER LIABILITY HEREUNDER. BY PLACING THEIR ITS 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES DEFAULT PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

Default by Buyer. IF THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN CLOSING AND THE EVENT CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS HEREIN PROVIDED BY REASON OF A FAILURE TO CONSUMMATE THE SALE DUE TO MATERIAL UNCURED DEFAULT OF BUYER’S DEFAULT , BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT THAT BUYER FAILS, WITHOUT LEGAL EXCUSE, DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTYPROPERTY IS AND SHALL BE, AS SELLER’S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE XXXXXXX MONEY MADE BY BUYER DEPOSIT AND ALL INTEREST THEREON. SUBJECT TO THE FINAL TWO SENTENCES OF THIS SECTION 15.2, SAID AMOUNT SHALL BE FORFEITED THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO SELLER DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT SELLER’S RIGHTS UNDER CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 2.21671, 2.3 1676 AND 10.2 OF THIS AGREEMENT.1677. BUYER AND

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE BUYER MATERIALLY DEFAULTS IN ITS OBLIGATION TO CONSUMMATE CLOSE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE AMOUNT OF THE XXXXXXX MONEY IS DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN THE EVENT OF BUYER’S DEFAULT. THAT BUYER DEFAULTS IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, ITS OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER PROPERTY IS AND SHALL BE FORFEITED AN AMOUNT EQUAL TO SELLER THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS LIQUIDATED DAMAGES AND THE SELLER’S SOLE AND EXCLUSIVE REMEDY AVAILABLE (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY A BREACH OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADEBY BUYER IN ITS CLOSING OBLIGATIONS, THE CONSEQUENCES ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS LIQUIDATED DAMAGES PROVISIONAGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. NOTHING CONTAINED IN THIS SECTION 8.1 IS NOT INTENDED TO SHALL LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, 2.3 NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND 10.2 OF THIS AGREEMENTCONFIDENTIALITY OBLIGATIONS HEREUNDER.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S 'S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S 'S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S 'S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 10.3 OF THIS AGREEMENT.. Seller's Initials: /s/ RK Buyer's Initials: /s/ DP

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILSDEFAULT, WITHOUT LEGAL EXCUSETERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, TO COMPLETE CANCEL THE PURCHASE OF ESCROW AND RECEIVE (OR RETAIN, IF SELLER ALREADY HOLDS THE PROPERTY, DEPOSIT) THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF 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 SUCH FAILUREDAMAGES, 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 PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: /s/CJS Buyer’s Initials: /s/MW

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILSDEFAULT, WITHOUT LEGAL EXCUSETERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, TO COMPLETE CANCEL THE PURCHASE OF ESCROW AND RECEIVE (OR RETAIN, IF SELLER ALREADY HOLDS THE PROPERTY, DEPOSIT) THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREPURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: /s/ CJS Buyer’s Initials: /s/ PMM

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE DEFAULT (ALL OF THE PROPERTYCONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREAND 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 PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE ACCURACY EFFECTIVENESS OR ENFORCEABILITY OF THE STATEMENTS MADE ABOVE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT14 HEREOF.

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 Xxxxxxx 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 Xxxxxxx Money shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24 AND 16(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in 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. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4, 16(f) and 16(l) hereof.

Default by Buyer. IF THE TRANSACTION CONTEMPLATED HEREIN IS NOT CONSUMMATED BY THE CLOSE OF ESCROW AS A RESULT OF ANY DEFAULT OF BUYER, AND IF THAT BUYER’S DEFAULT IS NOT CAUSED BY A DEFAULT OF SELLER, AS SELLER’S SOLE REMEDY AND RELIEF, SELLER HAS THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, AND WITHOUT FURTHER OBLIGATION OF BUYER, ESCROW HOLDER WILL RELEASE THE DEPOSIT TO SELLER WITHOUT FURTHER INSTRUCTION, THE PARTIES HAVE AGREED AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT DAMAGE AS A RESULT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO DETERMINE. AFTER NEGOTIATION, AND THE PARTIES HAVE AGREED THAT, CONSIDERING ALL DEPOSIT IS THE CIRCUMSTANCES EXISTING ON THE DATE BEST ESTIMATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT DAMAGE SELLER WOULD INCUR IN THE EVENT SUFFER AS A RESULT OF SUCH DEFAULT; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT BUYER’S DEFAULTINDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE PAYMENT OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER SUCH DEPOSIT AS LIQUIDATED DAMAGES AND IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE SOLE AND EXCLUSIVE REMEDY AVAILABLE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGED TO SELLER FOR SUCH FAILUREPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. BY PLACING SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. THE PARTIES WITNESS 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF TO THIS LIQUIDATED DAMAGES PROVISION. PROVISION BY INITIALING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.SECTION:

Default by Buyer. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), 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 AGREED THAT SELLER’S ACTUAL DAMAGES A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE BUYER DEFAULT. BUYER AND SELLER, AFTER DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR WILL SUSTAIN IN THE EVENT OF BUYER’S SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER FAILSDEFAULT, WITHOUT LEGAL EXCUSETERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO COMPLETE THE PURCHASE OF PERFORMANCE DEPOSIT) THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE SOLE AND EXCLUSIVE REMEDY AVAILABLE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH FAILUREAND 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 PLACING 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 AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.Seller’s Initials: /s/ CSJ Buyer’s Initials: /s/ GRS

Default by Buyer. In the event that Buyer defaults in its obligation to purchase the Property, , then Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Deposit as liquidated damages for such breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES HAVE ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED THAT UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FAILURE FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSUMMATE THE SALE DUE CONSTITUTE LIQUIDATED DAMAGES TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINESELLER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILUREEVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.INITIALS: Seller Buyer

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 Xxxxxxx 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 Sections 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 Xxxxxxx 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 DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO DEFAULT BY BUYER’S DEFAULT , WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS Purchase and Sale Agreement ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES INDEMNITY OBLIGATIONS OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS BUYER UNDER SECTIONS 2.24(c) AND 15(f), 2.3 AND 10.2 WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity if Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (i) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (ii) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller _____ Buyer _____

Default by Buyer. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, THEN SELLER SHALL RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES. THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT FURTHER ACKNOWLEDGE THAT SELLER’S RETENTION OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR HAS BEEN AGREED UPON AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER’S DEFAULT. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE A DEFAULT BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY 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 THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENTBUYER.