Common use of Default by Buyer Clause in Contracts

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials

Default by Buyer. IF IN THE SUB-ESCROW FAILS EVENT OF ANY DEFAULT BY BUYER OF ITS OBLIGATION TO CLOSE BECAUSE OF A DEFAULT BY BUYERHEREUNDER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER’S 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 DEFAULT BY BUYER OF ITS OBLIGATION TO CLOSE HEREUNDER. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS FULL COMPENSATION HEREIN PROVIDED. BUYER AND AS LIQUIDATED DAMAGES FOR SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S ’S DEFAULT OR BREACH OF THIS AGREEMENTITS OBLIGATION TO CLOSE HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL, WITHOUT AGREED AND LIQUIDATED DAMAGES. IN THE NECESSITY OF GIVING EVENT THAT BUYER DEFAULTS IN ITS OBLIGATIONS HEREUNDER OTHER THAN ITS OBLIGATION TO CLOSE, THEN 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), WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS PURSUE AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED ACTUAL DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials.

Default by Buyer. IF THE SUB-ESCROW FAILS SALE IS NOT CONSUMMATED DUE TO CLOSE BECAUSE OF A ANY DEFAULT BY BUYERBUYER HEREUNDER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, ’S SOLE AND SELLER EXCLUSIVE REMEDY SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTYDAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING's DEFAULT, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH FEESEVENT. BY PLACING THEIR INITIALS BELOW, COSTS OR EXPENSES AWARDED TO SELLEREACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AS PROVIDED IN SECTION 10.1AT THE TIME THIS AGREEMENT WAS MADE, SHALL BE IN ADDITION TO THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES SET FORTH HEREINPROVISION. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL IS NOT INTENDED TO LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND BUYER's INDEMNITY OBLIGATIONS UNDER OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SECTIONS HEREOF. SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER : BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials:

Default by Buyer. IF The occurrence of any of the following on or prior to Closing shall be a default by Buyer hereunder: (i) the failure of Buyer to timely deliver to the Escrow Holder any of Buyer’s Closing Deliveries; (ii) the failure of Buyer to timely perform any material act to be performed by it, to refrain from performing any material prohibited act, or to fulfill any material condition to be fulfilled by it under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit; or (iii) any of Buyer’s representations, warranties or covenants contained herein shall be untrue in any material way as of the Effective Date or the Closing Date. IN THE SUB-ESCROW FAILS TO CLOSE BECAUSE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, ESTIMATE THE DEPOSIT IS THE PARTIES' BEST DAMAGES THAT SELLER MAY SUFFER. THEREFORE BUYER AND MOST ACCURATE SELLER AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT THAT BUYER DEFAULTS AND FAILS TO BE CONSUMMATEDCOMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING AS SELLER’S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials.

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO PARTIES HAVE AGREED THAT SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED ’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BUYER’S FAILURE TO CONSUMMATE THE SALE IN BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEESTHE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S BREACH. IN THE EVENT BUYER FAILS, COSTS OR EXPENSES AWARDED WITHOUT LEGAL EXCUSE, TO SELLERCOMPLETE THE PURCHASE OF THE PROPERTY, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM STATEMENTS MADE ABOVE AND THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER TIME THIS AGREEMENT UNLESS WAS MADE, THE WAIVER CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS CONDITIONED UPON SERVICE NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONTHIS AGREEMENT. Initials: /s/ MR /s/ DF Seller Initials Buyer InitialsBuyer

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO PARTIES HAVE AGREED THAT SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED ’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEESTHE 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, COSTS OR EXPENSES AWARDED WITHOUT LEGAL EXCUSE, TO SELLERCOMPLETE THE PURCHASE OF THE PROPERTY, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM STATEMENTS MADE ABOVE AND THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER TIME THIS AGREEMENT UNLESS WAS MADE, THE WAIVER CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS CONDITIONED UPON SERVICE NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONTHIS AGREEMENT. Initials: /s/ RAK /s/ TW Seller Initials Buyer InitialsBuyer

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO PARTIES HAVE AGREED THAT SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED ’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BUYER’S FAILURE TO CONSUMMATE THE SALE IN BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEESTHE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S BREACH. IN THE EVENT BUYER FAILS, COSTS OR EXPENSES AWARDED WITHOUT LEGAL EXCUSE, TO SELLERCOMPLETE THE PURCHASE OF THE PROPERTY, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM STATEMENTS MADE ABOVE AND THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER TIME THIS AGREEMENT UNLESS WAS MADE, THE WAIVER CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS CONDITIONED UPON SERVICE NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONTHIS AGREEMENT. Initials: /s/ MR /s/ TM Seller Initials Buyer InitialsBuyer

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT CLOSE OF ESCROW FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONDITIONS TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE CLOSE HAVING BEEN SATISFIED OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"WAIVED), SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND CANCEL THE ESCROW (IF THEN OPENED), IN WHICH EVENT BUYER SHALL NOT BE RESTRICTED REIMBURSE SELLER FOR SELLER’S OUT-OF-POCKET COSTS AND EXPENSES. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREINBOUND BY ITS TERMS. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Seller’s Initials: /s/ X. X. ____ Buyer’s Initials: /s/ D. S. ____

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT BY UNDER THIS AGREEMENT ON THE PART OF BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND XXXXXXX MONEY AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE DEPOSIT IS PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' BEST AND MOST ACCURATE ’ REASONABLE ESTIMATE OF SELLER’S DAMAGES. THE DAMAGES SELLER WOULD SUFFER PARTIES FURTHER ACKNOWLEDGE THAT SELLER’S RETENTION OF THE XXXXXXX MONEY HAS BEEN AGREED UPON AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING OF A DEFAULT ON THE DATE PART OF THIS AGREEMENTBUYER. NOTWITHSTANDING ANYTHING TO IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED EVENT OF A DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials.

Default by Buyer. IF If Buyer defaults under this Agreement in any material respect at or prior to Closing, Seller shall be entitled, as its sole and exclusive remedy, at law and/or in equity (without limiting Seller’s rights with respect to any indemnification obligations of Buyer under this Agreement or under Section 10.20 below), to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for Buyer’s 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 Xxxxxxx Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE SUB-ESCROW FAILS TO CLOSE BECAUSE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF A DEFAULT BY SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLERAT LAW AND/OR IN EQUITY, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER ON THE PART OF BUYER AT OR MMB SHALL GIVE WRITTEN NOTICE PRIOR TO CLOSING ("WITHOUT LIMITING SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 RIGHT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND OR UNDER SECTION 10.20 BELOW). THE PARTIES ACKNOWLEDGE THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% THE PAYMENT OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS SUCH LIQUIDATED DAMAGES UNLESSIS NOT INTENDED AS A FORFEITURE OR PENALTY, WITHIN 20 DAYSBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller _______ Buyer _______ Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) asserting any legal or equitable claims against Buyer for Buyer’s obligation to pay attorneys’ fees and other amounts under Section 10.20, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGESor (b) enforcing any indemnity obligation of Buyer under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Buyer’s other obligations and liabilities which survive Closing or a termination of this Agreement. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTIONNotwithstanding anything contained in this Agreement to the contrary, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENTin no event shall Buyer be liable for, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. and Seller Initials Buyer Initialshereby waives the right to collect or seek to collect, any consequential, speculative or punitive damages (including diminution in value) other than in connection with a claim for indemnification of Seller and/or the Seller Related Parties where such parties have the foregoing liability.

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING PARTIES HAVE AGREED THAT SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED ACTUAL DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN FAILURE TO CONSUMMATE THE PERFORMANCE OF SALE DUE TO BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO , THE CONTRARY CONTAINED AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT EVENT OF BUYER'S ACTION SHOULD SELLER BE DEFAULT. IN THE PREVAILING PARTY IN THAT ACTIONEVENT BUYER FAILS, AND WITHOUT LEGAL EXCUSE, TO COMPLETE THE AMOUNT PURCHASE OF ANY SUCH FEESTHE PROPERTY, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS 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 DAMAGESDAMAGES PROVISION. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM THE DATE OF RECEIPT OF THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.3 OF THE DEPOSIT AS LIQUIDATED DAMAGESTHIS AGREEMENT. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Seller's Initials: /s/ RK Buyer's Initials: /s/ DP

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO PARTIES HAVE AGREED THAT SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED ’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEESTHE 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, COSTS OR EXPENSES AWARDED WITHOUT LEGAL EXCUSE, TO SELLERCOMPLETE THE PURCHASE OF THE PROPERTY, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM STATEMENTS MADE ABOVE AND THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER TIME THIS AGREEMENT UNLESS WAS MADE, THE WAIVER CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS CONDITIONED UPON SERVICE NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONTHIS AGREEMENT. Initials: /s/ ML /s/ TW Seller Initials Buyer InitialsBuyer

Default by Buyer. IF THE SUB-ESCROW FAILS SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO CLOSE BECAUSE OF A ANY DEFAULT BY BUYERBUYER HEREUNDER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT DAMAGES. THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING PARTIES HAVE AGREED THAT SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTYACTUAL DAMAGES, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSINGDEFAULT, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH FEESEVENT. BY PLACING THEIR INITIALS BELOW, COSTS OR EXPENSES AWARDED TO SELLEREACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AS PROVIDED IN SECTION 10.1AT THE TIME THIS AGREEMENT WAS MADE, SHALL BE IN ADDITION TO THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES SET FORTH HEREINPROVISION. WITHOUT LIMITING THE FOREGOINGINITIALS: SELLER /s/ Authorized Signatory BUYER /s/ Authorized Signatory If Seller is required to take any action to enforce the foregoing liquidated damages provision, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389and Seller is the prevailing party in such action, EXCEPT AS SET FORTH IN SECTION 10.2then 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. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTIONFurther, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE")nothing contained in this Section 6.2 shall restrict Seller's ability to pursue any rights or remedies it may have against Buyer, IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONnor shall it limit Buyer's liability, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSwith respect to those obligations which expressly survive the termination of this Agreement, WITHIN 20 DAYSincluding, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTIONwithout limitation, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer InitialsBuyer's indemnity obligations under Section 3.1(b) and Section 9.2 hereof.

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE PARTIES AGREE THAT SELLER SHOULD BE COMPENSATED FOR KEEPING THE TRANSFERRED INTEREST OFF THE MARKET DURING THE TERM OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER IS DEMANDING MAY SUFFER. THEREFORE, IN THE EVENT THAT ESCROW HOLDER REMIT 3% BUYER DEFAULTS IN ITS OBLIGATION TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREIN, INCLUDING WITHOUT LIMITATION FAILING TO CLOSE BY THE CLOSING DATE, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE PURCHASE PRICE FROM TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IS AND WILL BE EQUAL TO THE STOCK DEPOSIT, AND THE RETENTION OF THE STOCK DEPOSIT TO MMB OR BY SELLER AS WILL BE SELLER'S EXCLUSIVE REMEDY AT LAW AND IN EQUITY AND WELL BE THE FULL, AGREED AND LIQUIDATED DAMAGES UNLESSFOR THE BREACH OF THIS AGREEMENT BY BUYER, WITHIN 20 DAYSAND THIS AGREEMENT WILL BE TERMINATED AND, BUYER GIVES ESCROW HOLDER EXCEPT FOR BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER OBLIGATIONS THAT EXPRESSLY SURVIVE, NEITHER PARTY 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 DEPOSIT AS LIQUIDATED DAMAGESANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Buyer's Initials Buyer Initials_______ Seller's Initials ________

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF A THE DEFAULT OR BREACH BY OF BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES BUYER AND SELLER AGREE THAT SELLER'S RIGHT ’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO RECEIVE OR RETAIN FIX AND THAT THE DEPOSITAMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER'S ABILITY , AS SELLER’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO SELL LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND TRANSFER DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT. IN THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR EVENT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT ’S DEFAULT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer InitialsIS

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO PARTIES HAVE AGREED THAT SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED ’S ACTUAL DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEESTHE 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, COSTS OR EXPENSES AWARDED WITHOUT LEGAL EXCUSE, TO SELLERCOMPLETE THE PURCHASE OF THE PROPERTY, AS PROVIDED IN SECTION 10.1, THE XXXXXXX MONEY MADE BY BUYER SHALL BE IN ADDITION FORFEITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESSAND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM STATEMENTS MADE ABOVE AND THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER TIME THIS AGREEMENT UNLESS WAS MADE, THE WAIVER CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS CONDITIONED UPON SERVICE NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONTHIS AGREEMENT. /s/ ML /s/ AB Seller Initials Buyer InitialsBuyer

Default by Buyer. IF 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 SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT ; AND FURTHER THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE NECESSITY EXTENT OF GIVING NOTICE DETRIMENT TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM SELLER CAUSED BY THE BREACH BY BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE UNDER THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE FAILURE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT CONSUMMATION OF THE TRANSACTION PROVIDED FOR IN CONTEMPLATED BY THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER OR THE CIRCUMSTANCES EXISTING ON THE DATE AMOUNT OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST COMPENSATION SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO SHOULD RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION’S DEFAULT, AND THAT THE AMOUNT DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED DETRIMENT. NOTHING CONTAINED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT IMPAIR ANY RECOVERY OF SELLER’S RIGHTS AND REMEDIES AGAINST BUYER FOR ANY OTHER PRE-CLOSING DEFAULT BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS BUYER UNDER THIS AGREEMENT AND SELLER (INCLUDING WITHOUT LIMITATION, BUYER’S DUE DILIGENCE INDEMNITY PURSUANT TO SECTION 3.2, OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 18 BELOW), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials.

Default by Buyer. IF IN THE SUB-ESCROW FAILS TO CLOSE BECAUSE EVENT OF A ANY DEFAULT BY BUYERBUYER HEREUNDER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT RECEIVE, AS FULL COMPENSATION FIXED AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND AS SELLER'S SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE DEPOSIT, EXCEPT THAT THE FOREGOING SHALL NOT AS A PENALTYAPPLY TO BUYER'S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER'S OBLIGATIONS UNDER SECTION 4.2 (IN CONNECTION WITH WHICH, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER'S LIABILITY SHALL BE LIMITED TO SELLER'S ACTUAL DAMAGES). BUYER HEREUNDER. AND SELLER AGREE THAT IT WOULD BE IIVIPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. BUYER i\ND SELLER THEREFORE AGREE THAT A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE REASONABLE PRESENT ESTIMATE OF THE DAMAGES NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE PREVAILING PARTY IN THAT ACTIONFULL, AGREED AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer InitialsNEJ MB SELLERS INITIALS BUYERS INITIALS

Default by Buyer. IF 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 SUB-ESCROW FAILS TO CLOSE BECAUSE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF A DEFAULT BY SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLERAT LAW OR IN EQUITY, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. 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 DEFAULT FORFEITURE OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR PENALTY, BUT IS INTENDED TO CLOSING, CONSTITUTE LIQUIDATED DAMAGES TO SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE. AFTER NEGOTIATION, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATEDPARTIES HAVE AGREED THAT, AND THUS SUCH ESTIMATE IS REASONABLE UNDER CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH FEESEVENT. BY PLACING THEIR INITIALS BELOW, COSTS OR EXPENSES AWARDED TO SELLEREACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AS PROVIDED IN SECTION 10.1AT THE TIME THIS AGREEMENT WAS MADE, SHALL BE IN ADDITION TO THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES SET FORTH HEREINPROVISION. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. INITIALS: Seller Initials Buyer InitialsBuyer

Default by Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION HEREIN PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE SHALL NOT CLOSE SOLELY BY REASON OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BUYER’S DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT THEN THE DEPOSIT SHALL BE DELIVERED TO RECEIVE OR RETAIN SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE DEPOSITFOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY , FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO SELL AND TRANSFER ASCERTAIN THE LOT (EACH, A "BUYER'S ACTION"), EXTENT OF DETRIMENT TO SELLER SHALL NOT BE RESTRICTED CAUSED BY THE PROVISIONS BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT AGREEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH THE AMOUNT OF COMPENSATION SELLER MAY SUFFER OR INCUR SHOULD RECEIVE AS A RESULT OF BUYER'S ACTION SHOULD SELLER ’S BREACH OR DEFAULT. IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE PREVAILING PARTY IN THAT ACTION, AND RETENTION OF THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, DEPOSIT SHALL BE IN ADDITION SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, AGREEMENT (INCLUDING THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER 9.2) THAT EXPRESSLY SURVIVE A TERMINATION OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGESAGREEMENT. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller /s/ MF /s/ JMP Seller’s Initials Buyer Buyer’s Initials

Default by Buyer. IF THE SUB-ESCROW FAILS 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 CLOSE BECAUSE THE DEPOSIT. IT IS HEREBY AGREED THAT SELLER'S DAMAGES IN THE EVENT OF A DEFAULT BY BUYERBUYER HEREUNDER ARE UNCERTAIN AND EXTREMELY DIFFICULT TO ASCERTAIN, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER AND THAT THE DEPOSIT TO CONSTITUTES A REASONABLE PRE-ESTIMATE OF SUCH DAMAGES AND SELLER'S RETENTION THEREOF IS INTENDED NOT AS A PENALTY, AND SELLER SHALL BE ENTITLED BUT AS FULL LIQUIDATED DAMAGES. THE RIGHT TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING IS SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES SOLE AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. EXCLUSIVE REMEDY IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER BY BUYER, EXCEPT, HOWEVER, FOR THE INDEMNIFICATION OBLIGATIONS OF BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN FOR THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS BREACH OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE EXERCISE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH REMEDIES AVAILABLE AT LAW OR IN SECTION 10.2EQUITY. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. 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 DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials_____________________ ______________________ Seller's initials Buyer's initials ARTICLE X

Default by Buyer. IF THIS AGREEMENT IS NOT TERMINATED ON OR BEFORE THE SUB-ESCROW FAILS EXPIRATION OF THE DUE DILIGENCE PERIOD OR AS A RESULT OF THE RIGHT OF BUYER TO CLOSE BECAUSE 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 ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE DEPOSIT IS PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' BEST AND MOST ACCURATE REASONABLE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION 10.2. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER’S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN DAMAGES, WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE SOLE AND DEMAND IN A MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTIONEXCLUSIVE REMEDY. Seller Buyer's Initials Buyer Seller's Initials