Common use of Default by Seller Clause in Contracts

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT, BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initials

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS AGREEMENT BY FAILING CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO CONVEY SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTCLOSING DATE), BUYER'S PURCHASER’S SOLE AND EXCLUSIVE REMEDIES ARE REMEDY SHALL BE TO EITHERELECT ONE OF THE FOLLOWING: (A) TO TERMINATE THIS AGREEMENTCONTRACT, IN WHICH EVENT SELLER PURCHASER SHALL NOT BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE DEPOSITRECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND SELLER LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDERHAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE BRING A SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (6090) DAYS FOLLOWING OF SELLER’S DEFAULT, TO THE DATE UPON WHICH EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE CLOSING WAS RIGHT TO HAVE OCCURREDBRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN ANY ACTION CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initials.

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTEVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS), BUYER'S BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES ARE OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER: EITHER (A1) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE RECEIVE A REFUND OF THE DEPOSIT AND SELLER FROM ANY AND ALL LIABILITY PURSUANT SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO THIS AGREEMENT; EXCEED THIRTY THOUSAND DOLLARS ($30,000), OR (B2) OBTAIN BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) SELLER SHALL HAVE NO LIABILITY FOR, BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM, AND BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER WITH RESPECT TO, ANY BREACH OR ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING, INDEMNITY OR AGREEMENT CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY, “SELLER’S UNDERTAKINGS”) OCCURRING PRIOR TO THE CLOSE OF ESCROW (PROVIDED THAT BUYER HAD ACTUAL KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO THE CLOSE OF ESCROW BUT NEVERTHELESS ELECTED TO PROCEED WITH THE CLOSE OF ESCROW), (II) SELLER SHALL HAVE NO LIABILITY FOR, BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM, AND BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER WITH RESPECT TO, ANY BREACH OR ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) ABOVE IF AFTER THE CLOSE OF ESCROW OR (B) PROVIDED THAT BUYER FAILS DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO THE CLOSE OF ESCROW, PRIOR TO THE CLOSE OF ESCROW (COLLECTIVELY, “BUYER’S POST-CLOSING CLAIMS”), UNLESS BUYER HAS DELIVERED TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE WITH RESPECT THERETO (THE “RECOURSE NOTICE”) AFTER THE CLOSE OF ESCROW BUT ON OR BEFORE THE DATE THAT IS SIX (6) MONTHS FOLLOWING THE CLOSE OF ESCROW AND BUYER HAS FILED SUIT WITH RESPECT THERETO WITHIN THIRTY (30) DAYS AFTER BUYER’S DELIVERY OF THE RECOURSE NOTICE, (III) THE RECOURSE OF BUYER AND ITS SUCCESSORS OR ASSIGNS AGAINST SELLER WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) IN THE AGGREGATE (PLUS ANY AWARD FOR BROKER’S COMMISSIONS AS DESCRIBED IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)), PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR SPECIFIC PERFORMANCE RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN A COURT HAVING JURISDICTION IN ORANGE COUNTYPARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS THEN SELLER SHALL BE DEEMED TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY OF SELLER’S UNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF IS ASSUMED BY, OR SHALL AT ANY TIME BE ENTITLED ASSERTED OR ENFORCEABLE AGAINST, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) AND (III) ABOVE, AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTSANY OF SELLER’S UNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF, IS ASSUMED BY, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST ANY OF SELLER’S DIRECT OR INDIRECT MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTORS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVES. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer InitialsCONSEQUENTIAL DAMAGES.

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED SOLELY BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN REASON OF SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER'S THEN BUYER SHALL BE ENTITLED ELECT EITHER ONE OF THE FOLLOWING ALTERNATIVES, AS ITS SOLE AND EXCLUSIVE REMEDIES ARE TO EITHERREMEDY IN CONNECTION WITH SUCH DEFAULT: (A) TERMINATE RECEIVE A RETURN OF THE DEPOSIT AND BE REIMBURSED BY SELLER FOR BUYER’S OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS TRANSACTION, NOT TO EXCEED $200,000.00, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER (OTHER THAN THOSE OBLIGATIONS THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT); OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. IF BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE DEEMED READY, WILLING AND ABLE TO HAVE ELECTED CLAUSE CLOSE (A) ABOVE IF BUT WITHOUT THE REQUIREMENT OF DELIVERING THE ENTIRE PURCHASE PRICE INTO ESCROW BUT WITH A SHOWING THAT BUYER FAILS HAS THE RESOURCES TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTYDO SO), CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY THEN BUYER SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER SPECIFICALLY ENFORCE THIS AGREEMENT AS ITS SOLE AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, EXCLUSIVE REMEDY (AND BUYER SHALL NOT BE ENTITLED TO BRING ANY OTHER REMEDIES AND NO ASSETS ACTION, FOR DAMAGES OR OTHERWISE, BY REASON OF A DEFAULT BY SELLER PRIOR TO CLOSING), BUT SPECIFIC PERFORMANCE MAY NOT BE GRANTED OR AWARDED UNLESS BUYER HAS INSTITUTED AN ACTION FOR THE SAME WITHIN FORTY FIVE (OTHER THAN 45) DAYS AFTER THE LOT) SHALL CLOSING DATE (AS THE SAME MAY BE SUBJECT EXTENDED PURSUANT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION TERMS OF THIS AGREEMENT). Seller Initials Buyer InitialsNOTWITHSTANDING THE FOREGOING, IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO BUYER BECAUSE OF SELLER’S AFFIRMATIVE INTENTIONAL ACT IN BREACH OF THIS AGREEMENT FOR THE PURPOSE OF AVOIDING THE TRANSACTION DESCRIBED IN THIS AGREEMENT, BUYER SHALL HAVE THE RIGHT TO RECEIVE A RETURN OF THE DEPOSIT AND, IN ADDITION, ANY CONSIDERATION IN EXCESS OF THE PURCHASE PRICE RECEIVED BY SELLER IN THE SALE OF THE PROPERTY TO A THIRD PARTY.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTCONTRACT, BUYER'S PURCHASER’S SOLE AND EXCLUSIVE REMEDIES ARE REMEDY SHALL BE TO EITHERELECT ONE OF THE FOLLOWING: (A) TO TERMINATE THIS AGREEMENTCONTRACT, IN WHICH EVENT SELLER PURCHASER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL RETURN BY THE ESCROW AGENT TO PURCHASER OF THE FEES XXXXXXX MONEY AND COSTS OF ESCROW HOLDERNEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S AND ANY SELLER’S INDEMNITY OBLIGATIONS HEREUNDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN TO FILE A SUIT FOR SPECIFIC PERFORMANCE OF PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MAY NOT BE FILED MORE THAN FORTY FIVE (45) DAYS AFTER SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. A SUIT FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT BY SELLER. BUYER PARAGRAPH SHALL BE DEEMED ACTIONABLE AND ENFORCEABLE IF AND ONLY IF PURCHASER DELIVERS NOTICE TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS SELLER OF ITS INTENTION TO FILE A SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY WITHIN THIRTY (6030) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS AFTER SELLER’S DEFAULT. AS A CONDITION PRECEDENT TO HAVE OCCURRED. IN ANY ACTION SUIT FOR SPECIFIC PERFORMANCE, PURCHASER MUST HAVE TENDERED ALL OF ITS DELIVERIES ON OR BEFORE THE PREVAILING PARTY CLOSING DATE, INCLUDING THE PURCHASE PRICE, TO THE EXTENT POSSIBLE GIVEN THE SELLER’S DEFAULT. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH, AND AFTER, THE PROPER FILING OF A SUIT FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, IF PURCHASER ELECTS TO TERMINATE THIS CONTRACT UNDER THIS PARAGRAPH 4.6, SELLER SHALL BE ENTITLED OBLIGATED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED REIMBURSE PURCHASER FOR ALL OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY SELLER PURCHASER IN CONNECTION WITH THIS AGREEMENT DO CONTRACT, NOT CONSTITUTE TO EXCEED THE PERSONAL OBLIGATIONS AMOUNT OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY $25,000.00 (THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initials“REIMBURSEMENT CAP”).

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF A DEFAULT OF SELLER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER SHALL HAVE THE RIGHT TO EITHER: (a) DECLARE THIS AGREEMENT TERMINATED, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO BUYER AND SELLER SHALL PAY TO BUYER, AS LIQUIDATED DAMAGES, THE SUM OF $2,600,000.00, SINCE BUYER AND SELLER AGREE THAT BUYER'S SOLE ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. UPON TERMINATION OF THIS AGREEMENT AS PROVIDED HEREIN, ALL OF THE RIGHTS OF BUYER AND EXCLUSIVE REMEDIES ARE SELLER HEREUNDER SHALL IMMEDIATELY TERMINATE, AND THIS AGREEMENT SHALL BE OF NO FURTHER FORCE OR EFFECT, EXCEPT TO EITHER: THE EXTENT BUYER IS ENTITLED TO, AND MAY ENFORCE ITS RIGHTS TO COLLECT, THE SUMS SPECIFIED IN THIS SECTION 13.2(a); OR (Ab) ENFORCE SPECIFIC PERFORMANCE OF THE OBLIGATIONS OF SELLER HEREUNDER; PROVIDED, HOWEVER, IN EXERCISING ITS RIGHT OF SPECIFIC PERFORMANCE, BUYER MAY NOT REQUIRE SELLER TO EXPEND IN EXCESS OF TWO MILLION SIX HUNDRED THOUSAND DOLLARS ($2,600,000.00) TO CORRECT ANY DEFECT WHICH SELLER DID NOT CAUSE; OR (c) ONLY IN THE EVENT SPECIFIC PERFORMANCE OF THIS AGREEMENT CANNOT BE OBTAINED BY REASON OF SELLER'S CONVEYANCE OR ENCUMBRANCE OF ALL OR ANY PART OF THE PROPERTY SUBSEQUENT TO THE DATE OF THIS AGREEMENT, TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO RECEIVE A FULL REFUND OF THE DEPOSIT, AND SELLER SHALL PAY ALL OF SEEK DAMAGES FOR THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE BREACH OF THIS AGREEMENT BY SELLER. SELLER AND BUYER SHALL BE DEEMED TO ACKNOWLEDGE THAT THEY HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES READ AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. UNDERSTAND THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT13, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller ------------------------------ ----------------------------------- Seller's Initials Buyer Buyer's Initials

Default by Seller. IF THE CLOSING FAILS TO OCCUR BECAUSE OF A DEFAULT BY SELLER DEFAULTS PURSUANT TO UNDER THIS AGREEMENT, THEN BUYER MAY ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY, ONE OF THE FOLLOWING: (a) TERMINATE THIS AGREEMENT BY FAILING WRITTEN NOTICE TO CONVEY SELLER, IN WHICH CASE THE LOT DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL BE RETURNED TO BUYER, AND BUYER SHALL RECOVER FROM SELLER AN ADDITIONAL SUM EQUAL TO ALL ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN THE MANNER PROVIDED IN CONNECTION WITH THIS AGREEMENT, BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (A) TERMINATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE ADDITIONAL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND RELEASE SELLER FROM OR ANY AND ALL LIABILITY PURSUANT DOCUMENTS CONTEMPLATED TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER ENTERED INTO IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE (INCLUDING EXHIBITS HERETO), AND THE PERSONAL OBLIGATIONS PROJECT UP TO A MAXIMUM AMOUNT OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00); OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT (b) BRING AN ACTION FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION SPECIFIC PERFORMANCE OF THIS AGREEMENT, BUT ONLY UNDER AND SUBJECT TO THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (i) BUYER SHALL BE READY, WILLING AND ABLE TO COMPLETE THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT ON THE CLOSING DATE; AND (ii) THE ACTION FOR SPECIFIC PERFORMANCE SHALL BE COMMENCED NOT LATER THAN THIRTY (30) DAYS AFTER BUYER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT, EXCEPT IF SUCH CONTRACTUAL LIMITATION ON THE TIME PERIOD TO FILE SUIT IS PROHIBITED OR LIMITED BY LAW, THE TIME PERIOD SHALL BE EXTENDED TO THE MINIMUM LIMITATION PERIOD ALLOWED BY LAW. Seller Initials Buyer InitialsBUYER WAIVES ANY RIGHT TO PURSUE ANY OTHER REMEDY AT LAW OR IN EQUITY FOR SUCH DEFAULT OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO SEEK, CLAIM OR OBTAIN PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES.

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTEVENT THE CLOSE OF ESCROW AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER, BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE BUYER SHALL BE ENTITLED TO EITHER: EITHER (A1) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, AND ANY INTEREST ACCRUING THEREON, AND SELLER SHALL PAY ALL TO BUYER AN AMOUNT EQUAL TO THE LESSER OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE (A) BUYER’S ACTUAL OUT-OF-POCKET EXPENDITURES INCURRED DIRECTLY IN CONNECTION WITH NEGOTIATING THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; AND/OR CONDUCTING DUE DILIGENCE ACTIVITIES CONTEMPLATED HEREUNDER, OR (B) OBTAIN TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00); OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLERPERFORMANCE. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY WITHIN TWENTY (6020) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY BUYER SHALL BE ENTITLED DEEMED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER HAVE ELECTED TO TERMINATE THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED RECEIVE A REFUND OF THE DEPOSIT. IF, HOWEVER, SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER AS THE RESULT OF THE WILLFUL AND WRONGFUL CONVEYANCE OF THE PROPERTY BY SELLER TO A BONA FIDE PURCHASER WHICH CONVEYANCE OCCURS ON OR BEFORE DECEMBER 31, 2002, BUYER SHALL HAVE THE RIGHT TO SEEK ACTUAL DAMAGES FROM SELLER. IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF NO EVENT SHALL SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT BE LIABLE TO BUYER IN FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE MANNER PROVIDED CONTRARY CONTAINED IN THIS AGREEMENT OR COMMITS IN ANY OTHER DEFAULT PURSUANT EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) THE RECOURSE OF BUYER OR ITS SUCCESSORS OR ASSIGNS AGAINST SELLER AND ITS PARTNERS WITH RESPECT TO THE ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING, INDEMNITY OR AGREEMENT OR CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY, “SELLER’S UNDERTAKINGS”) SHALL (X) BE DEEMED WAIVED UNLESS BUYER HAS DELIVERED TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE UNDER SELLER’S UNDERTAKINGS (THE “RECOURSE NOTICE”) AFTER THE CLOSING DATE BUT ON OR BEFORE THE DATE THAT IS TWELVE (12) MONTHS FOLLOWING THE CLOSING DATE AND BUYER HAS FILED SUIT WITH RESPECT THERETO ON OR BEFORE SUCH CLOSING DATE, AND (Y) BE LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT OF ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) IN THE AGGREGATE OF ALL RECOURSE OF BUYER UNDER THE PURCHASE DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2PROVIDED HOWEVER, BUYER SHALL NOT HAVE NO RIGHT TO FILE SUIT FOR RECOURSE UNDER SELLER’S UNDERTAKINGS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS, IN THE AGGREGATE, FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE UNDER SELLER’S UNDERTAKINGS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(E) BELOW) IS FOR AN AMOUNT LESS THAN FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), THEN SELLER SHALL BE ENTITLED DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(E) BELOW) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; AND (II) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER SELLER’S UNDERTAKINGS OR ANY ALLEGED BREACH THEREOF IS ASSUMED BY, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST, SELLER, SELLER’S PARTNERS, OR AGAINST ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSTITUENT PARTNERS, MEMBERS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVES EXCEPT AS PROVIDED IN (OTHER THAN THE LOTI) SHALL BE SUBJECT ABOVE WITH RESPECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer InitialsSELLER.

Default by Seller. IF In the event that Seller fails to perform any of the material covenants or agreements contained herein which are to be performed by Seller, Buyer may, at its option and as its exclusive remedy, either (i) terminate this Agreement by giving written notice of termination to Seller whereupon Escrow Holder will return to Buyer the Deposit, Seller shall reimburse Buyer for its reasonable third-party out-of-pocket costs and expenses (including attorneys' fees) in an amount not to exceed $50,000 (which obligation shall survive termination of this Agreement) and both Buyer and Seller will be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof, or (ii) seek specific performance of this Agreement. SELLER DEFAULTS PURSUANT AND BUYER AGREE THAT THIS SECTION 16.1 IS INTENDED TO THIS AGREEMENT AND DOES LIMIT THE AMOUNT OF DAMAGES DUE BUYER AND THE REMEDIES AVAILABLE TO BUYER, AND SHALL BE BUYER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY FAILING SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONVEY CONSUMMATE THE LOT TO BUYER IN THE MANNER PROVIDED IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT . UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO THE DEPOSITRECOVER ANY SPECIAL, AND SELLER SHALL PAY CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF THE FEES AND COSTS WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ESCROW HOLDERITS REPRESENTATIONS, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT; . BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR (B) OBTAIN ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL BUYER HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLERAND HAS FILED AN ACTION SEEKING SUCH REMEDY. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE If Buyer elects the remedy in subsection (Aii) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTYabove, CALIFORNIA, ON OR BEFORE SIXTY Buyer must commence and file such specific performance action in the appropriate court not later than thirty (6030) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initialsdays following the Closing Date.

Default by Seller. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER AND SELLER DEFAULTS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH PURCHASER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT, IN THE EVENT OF SUCH DEFAULT, IN ADDITION TO ATTORNEYS’ FEES AND COSTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER SECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND REMEDY (AT LAW OR IN THE MANNER PROVIDED IN THIS AGREEMENTEQUITY), BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (Aa) TERMINATE THIS AGREEMENT, IN WHICH EVENT PURSUE AN ACTION AGAINST SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENTFOR SPECIFIC PERFORMANCE; OR (Bb) OBTAIN SPECIFIC PERFORMANCE RECEIVE THE RETURN OF THE XXXXXXX MONEY DEPOSIT THEN PAID PLUS AN AMOUNT EQUAL TO PURCHASER’S ACTUAL OUT-OF-POCKET COSTS TO UNRELATED AND INDEPENDENT THIRD PARTY VENDORS, INCLUDING ATTORNEYS’ FEES (EXCEPT IN-HOUSE ATTORNEYS), WITH REGARD TO THIS AGREEMENT BY SELLERTRANSACTION (SUCH OUT-OF-POCKET COSTS NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000) IN THE AGGREGATE). BUYER SHALL BE DEEMED ALL OTHER CLAIMS TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON DAMAGES OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER REMEDIES IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE SELLER’S FAILURE TO CLOSE AND CONSUMMATE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER TRANSACTIONS CONTEMPLATED HEREIN (OTHER THAN AS SPECIFIED IN (a) AND (b) HEREOF) ARE EXPRESSLY WAIVED BY PURCHASER. THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES REFUND OF THE PROVISION XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF THIS CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT1671. PURCHASER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY SELLER, IF THIS SECTION 10.2 AGREEMENT IS TERMINATED BY PURCHASER, NEITHER PARTY SHALL SURVIVE HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE TERMINATION OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF THIS AGREEMENT. Seller Initials Buyer InitialsPURCHASER RESERVED HEREIN, AND FOR THE RIGHT OF PURCHASER TO COLLECT SUCH LIQUIDATED DAMAGES FROM SELLER.

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS HEREIN PROVIDED IN THIS AGREEMENTBY REASON OF ANY DEFAULT OF SELLER, BUYERPURCHASER, AS PURCHASER'S SOLE AND EXCLUSIVE REMEDIES ARE REMEDY, MAY ELECT BY NOTICE TO EITHERSELLER WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE SCHEDULED CLOSING DATE, EITHER OF THE FOLLOWING: (A) TO TERMINATE THIS AGREEMENT, IN WHICH EVENT THE XXXXXXX MONEY DEPOSIT SHALL BE RETURNED TO PURCHASER, PURCHASER SHALL RETURN TO SELLER THE PURCHASER'S INFORMATION, SELLER SHALL NOT BE ENTITLED REIMBURSE PURCHASER FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY PURCHASER IN CONNECTION WITH THIS AGREEMENT, PROVIDED, HOWEVER, SELLER SHALL HAVE NO OBLIGATION TO REIMBURSE PURCHASER FOR MORE THAN $25,000.00, AND THEREAFTER SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT WITH RESPECT TO THE DEPOSITTERMINATION SURVIVING OBLIGATIONS, AND SELLER OR (B) TO SEEK TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT. FAILURE OF PURCHASER TO MAKE THE FOREGOING ELECTION WITHIN THE FOREGOING TEN (10) BUSINESS DAY PERIOD SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE BE DEEMED AN ELECTION BY PURCHASER TO TERMINATE THIS AGREEMENT UNDER THE AFORESAID TERMS AND RELEASE CONDITIONS THEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN WILL LIMIT PURCHASER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER FROM OF ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE SURVIVING OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer InitialsSURVIVING OBLIGATIONS.

Default by Seller. IF SELLER DEFAULTS PURSUANT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO SELLER’S DEFAULT HEREUNDER, BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTSHALL BE ENTITLED, BUYER'S AS ITS SOLE AND EXCLUSIVE REMEDIES ARE REMEDY, TO EITHER: EITHER (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO RECEIVE THE DEPOSIT, AND SELLER SHALL PAY ALL RETURN OF THE FEES DEPOSIT AND COSTS OF ESCROW HOLDERALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT HEREUNDER, AND RECEIVE REIMBURSEMENT FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS INCURRED BY BUYER IN CONNECTION WITH ITS DILIGENCE RELATING TO THIS AGREEMENT; THE PROPERTY, OR (B) OBTAIN SPECIFIC SEEK SPECFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF THIS AGREEMENT CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER; PROVIDED THAT ANY ACTION BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTYMUST BE COMMENCED, CALIFORNIAIF AT ALL, ON OR BEFORE WITHIN SIXTY (60) DAYS FOLLOWING OF THE DATE UPON BUYER BECOMES AWARE OF SELLER’S DEFAULT, THE FAILURE OF WHICH THE CLOSING WAS TO SHALL CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER SHALL NOT HAVE OCCURRED. IN ANY COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE, PERFORMANCE WITHIN THE PREVAILING PARTY AFOREMENTIONED TIME PERIOD BUYER’S SOLE REMEDY FOR SUCH DEFAULT SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTSTERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. THE OBLIGATIONS OF SELLER FURTHER, IF ESCROW FAILS TO CLOSE DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2AGREEMENT, BUYER SHALL NOT BE ENTITLED HAVE NO RIGHT TO SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY OTHER SUM. EXCEPT FOR THOSE REMEDIES AND NO ASSETS EXPRESSLY SET FORTH HEREIN IN THE CASE WHERE ESCROW FAILS TO CLOSE AS A RESULT OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER’S DEFAULT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Buyer’s Initials Buyer Initials/s/ KML Seller’s Initial’s /s/ TM

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN SELLER’S OBLIGATIONS HEREUNDER THAT SELLER HAS FAILED TO CURE FOR A PERIOD IN EXCESS OF FIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN PROVIDED IN THIS AGREEMENTBY BUYER TO SELLER, BUYER'S BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: REMEDY FOR SUCH DEFAULT, (Ai) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM RECEIVE A RETURN OF THE DEPOSIT AND ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; INTEREST ACCRUED THEREON OR (Bii) OBTAIN TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLERBUT SHALL HAVE NO RIGHT TO RECEIVE ANY OTHER EQUITABLE OR LEGAL RELIEF EXCEPT AS EXPRESSLY PROVIDED HEREIN. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR IN THE EVENT SPECIFIC PERFORMANCE AGAINST SELLER IN IS NOT AVAILABLE AS A COURT HAVING JURISDICTION IN ORANGE COUNTYRESULT OF SELLER’S ACTIONS, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY BUYER SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS PURSUE ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT REMEDY AT LAW OR ANY OF IN EQUITY, PROVIDED THAT SELLER’S MAXIMUM LIABILITY UNDER SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, CIRCUMSTANCES SHALL BE $300,000.00. BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (RECORD A LIS PENDENS AGAINST THE PROPERTY OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSEIN CONNECTION WITH SUCH SPECIFIC PERFORMANCE ACTION. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT, SELLER SHALL NOT BE RELIEVED OF ITS INDEMNIFICATION OBLIGATION UNDER PARAGRAPH 18 HEREOF. Seller /s/ [ILLEGIBLE] Buyer’s Initials Buyer Seller’s Initials

Default by Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN EVENT THE CLOSING OF ESCROW FOR THE SALE OF THE PROJECT AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT (WHICH IS NOT CURED BY SELLER WITHIN FIVE (5) BUSINESS DAYS OF SELLER’S RECEIPT OF NOTICE THEREOF FROM BUYER) TO UNDER THIS AGREEMENT, BUYER'S BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDIES ARE REMEDY, AT LAW OR IN EQUITY, TO EITHER: EITHER (A) TO TERMINATE THIS AGREEMENT, AGREEMENT AND RECEIVE A REIMBURSEMENT FROM SELLER FOR BUYER’S ACTUAL DUE DILIGENCE COSTS PAID TO THIRD PARTIES IN WHICH EVENT CONNECTION WITH THIS TRANSACTION (INCLUDING REASONABLE ATTORNEYS’ FEES) (BUYER SHALL PROVIDE SUCH DUE DILIGENCE COSTS TO SELLER SHALL TOGETHER WITH REASONABLE SUPPORTING DOCUMENTATION) NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00) WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; HEREUNDER, OR (B) OBTAIN IN LIEU OF THE REMEDY SET FORTH IN SUBSECTION (A) ABOVE, TO PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT BY THE CONVEYANCE OF THE PROJECT WITHOUT RIGHT TO ANY OTHER DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER (EXCEPT IN THE EVENT THAT SELLER. ’S VOLUNTARY ACTIONS MAKE SPECIFIC PERFORMANCE UNAVAILABLE OR IMPRACTICAL AS A REMEDY TO BUYER, IN WHICH CASE BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE ENTITLED ANY AND ALL DAMAGES AND REMEDIES AVAILABLE AT LAW OR EQUITY), BUT ONLY IF BUYER FAILS IS READY, WILLING AND ABLE TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, CLOSE ON OR BEFORE THE SCHEDULED CLOSING DATE AND BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE SCHEDULED CLOSING WAS TO HAVE OCCURREDDATE. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR LIS PENDENS AGAINST ANY OTHER REMEDIES AND NO ASSETS OR ALL OF SELLER (THE PROPERTIES OTHER THAN IN CONNECTION AND CONCURRENTLY WITH THE LOT) FILING OF SUCH SPECIFIC PERFORMANCE ACTION. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT 8.1 LIMIT THE TIME EACH DAMAGES RECOVERABLE BY EITHER PARTY EXECUTED AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, (B) ATTORNEYS’ FEES AND COSTS INCURRED IN ENFORCING THIS AGREEMENT, (C) OBLIGATIONS WHICH BY THEIR TERMS SURVIVE CLOSE OF ESCROW, OR (D) THIRD PARTY CLAIMS. THE PROVISIONS OF THIS SECTION 10.2 8.1 SHALL SURVIVE THE CLOSING OR ANY BREACH OR TERMINATION OF THIS AGREEMENT. Seller IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR LOST PROFITS, SPECULATIVE, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Seller’s Initials Buyer Initials/s/SP /s/SP /s/SP Buyer’s Initials /s/ DP

Default by Seller. IF SELLER DEFAULTS PURSUANT TO SHALL DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS OR BREACH ANY COVENANT OF SELLER THAT HAS A MATERIAL ADVERSE EFFECT ON THE PROPERTY OR ON PURCHASER'S RIGHTS UNDER THIS AGREEMENT OR IF SELLER SHALL FAIL TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY FAILING THIS AGREEMENT FOR ANY REASON, EXCEPTING PURCHASER'S DEFAULT OR THE FAILURE OF ANY OF THE CONDITIONS TO CONVEY THE LOT SELLER'S OBLIGATIONS HEREUNDER TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTBE SATISFIED OR WAIVED, BUYERPURCHASER'S SOLE AND EXCLUSIVE REMEDIES ARE REMEDY SHALL BE TO EITHER: (A) TERMINATE THIS AGREEMENTAGREEMENT EFFECTIVE IMMEDIATELY UPON PURCHASER GIVING WRITTEN NOTICE TO SELLER AND TITLE COMPANY, IN WHICH EVENT SELLER WHEREUPON PURCHASER SHALL NOT BE ENTITLED TO RECEIVE THE IMMEDIATE REFUND OF THE DEPOSIT, AND SELLER SHALL PAY ALL PURCHASER DAMAGES IN AN AMOUNT EQUAL TO THE AMOUNT OF THE FEES AND COSTS OF ESCROW HOLDERDEPOSIT, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER PAYMENT SHALL NOT BE ENTITLED A PENALTY, BUT INSTEAD SHALL CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES AGREEING AND STIPULATING THAT THE EXACT AMOUNT OF DAMAGES WOULD BE EXTREMELY DIFFICULT TO ANY OTHER REMEDIES ASCERTAIN AND NO ASSETS THAT THE DEPOSIT CONSTITUTES A REASONABLE AND FAIR APPROXIMATION OF SUCH DAMAGES AND SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSERESPONSIBLE FOR ALL COSTS OF ESCROW, IF ANY. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Seller's Initials: /s/ WRM Purchaser's Initials: /s/ TJW

Default by Seller. IF SELLER DEFAULTS PURSUANT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO SELLER’S DEFAULT HEREUNDER, BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTSHALL BE ENTITLED, BUYER'S AS ITS SOLE AND EXCLUSIVE REMEDIES ARE REMEDY, TO EITHER: (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO RECEIVE THE DEPOSIT, AND SELLER SHALL PAY ALL RETURN OF THE FEES DEPOSIT AND COSTS OF ESCROW HOLDERALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR HEREUNDER, AND (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT REIMBURSEMENT FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS INCURRED BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE ITS DILIGENCE RELATING TO THE PERSONAL OBLIGATIONS PROPERTY. BUYER HEREBY WAIVES THE RIGHT TO SPECIFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO COMPEL SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT PROPERTY OR TO BUYER IN PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER, AND THE MANNER PROVIDED IN REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OBLIGATION OF SELLER HEREUNDER. FURTHER IF ESCROW FAILS TO CLOSE DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2AGREEMENT, BUYER SHALL NOT BE ENTITLED HAVE NO RIGHT TO SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY OTHER SUM. EXCEPT FOR THOSE REMEDIES AND NO ASSETS EXPRESSLY SET FORTH HEREIN IN THE CASE WHERE ESCROW FAILS TO CLOSE AS A RESULT OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER’S DEFAULT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Buyer’s Initials Buyer Initials/s/ WAS Seller’s Initial’s /s/ SP

Default by Seller. IF SELLER DEFAULTS PURSUANT THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO SELLER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF BUYER TO ACQUIRE THE PURCHASED INTERESTS AS PROVIDED IN THIS AGREEEMENT TO FAIL TO BE SATISFIED, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, SUBJECT TO SECTION 9.17, TEN MILLION DOLLARS ($10,000,000) (IN ADDITION TO THE RETURN OF THE OPTION FEE) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT BUYER WOULD INCUR IN THE EVENT OF SELLER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT BY FAILING TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF BUYER TO ACQUIRE THE PURCHASED INTERESTS AS PROVIDED IN THIS AGREEMENT TO FAIL TO BE SATISFIED. IN THE EVENT SELLER FAILS TO CONVEY THE LOT PROPERTY TO THE NEWCOS OR SELL AND CONVEY THE PURCHASED INTERESTS TO BUYER IN UPON THE MANNER PROVIDED SATISFACTION OF THE CONDITIONS TO SELLER’S OBLIGATIONS SET FORTH IN THIS AGREEMENT, BUYER'S BUYER MAY, SUBJECT TO SECTION 9.17, AS ITS SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (A) REMEDY FOR SUCH FAILURE, TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER BUYER SHALL NOT BE ENTITLED TO THE DEPOSIT, RETURN BY ESCROW AGENT TO BUYER OF THE OPTION FEE AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR BUYER TEN MILLION DOLLARS (B$10,000,000) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTSAS LIQUIDATED DAMAGES. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY PAYMENT OF SUCH CLOSING DOCUMENTSAMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR A PENALTY, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED BUT IS INTENDED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT CONSTITUTE LIQUIDATED DAMAGES TO RECOURSEBUYER. IN BY PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE PROVISION OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT7.2 IS NOT INTENDED TO LIMIT EITHER PARTY’S RIGHTS UNDER SECTION 9.2. THE PROVISIONS PARTIES ACKNOWLEDGE THAT IN THE EVENT BUYER TERMINATES THIS AGREEMENT PURSUANT TO SECTIONS 3.5(ii), 3.6 or 5.2, BUYER WILL BE ENTITLED TO THE RETURN OF THE OPTION FEE, BUT BUYER SHALL HAVE NO RIGHT TO RECEIVE THE TEN MILLION DOLLARS ($10,000,000) IN LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initials7.2.

Default by Seller. IF IN THE EVENT THAT SELLER DEFAULTS PURSUANT OR FAILS TO CONSUMMATE THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENTFOR ANY REASON, BUYER'S PURCHASER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: EITHER (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO RECEIVE THE RETURN OF THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; , OR (B) OBTAIN TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER’S OBLIGATION TO EXECUTE THE DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO PURCHASER. BUYER PURCHASER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE TO TERMINATE THIS AGREEMENT AND RECEIVE RETURN OF THE DEPOSIT IF BUYER PURCHASER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIATHE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED, ON OR BEFORE SIXTY NINETY (6090) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCEEITHER EVENT PURCHASER SHALL RETAIN THE RIGHT TO PURSUIT OF, THE PREVAILING PARTY AND SELLER SHALL BE ENTITLED TO RECOVER FROM LIABLE FOR REIMBURSEMENT OF, ALL OF PURCHASER’S COSTS AND EXPENSES INCURRED IN PURSUIT OF THE OTHER PURCHASE CONTEMPLATED HEREIN (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE LEGAL FEES IN PREPARATION, NEGOTIATION AND REVIEW OF DOCUMENTS, REPORTS AND INSPECTION ITEMS, AND ALL THIRD PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER COSTS INCURRED IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES INSPECTION OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer InitialsPROPERTY).

Default by Seller. 9.2.1 IF SELLER DEFAULTS PURSUANT FAILS TO FULLY AND TIMELY PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR FAILS TO CLOSE ON THE SALE OF THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT BY FAILING FOR ANY REASON, EXCEPT PURCHASER’S DEFAULT, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO CONVEY ESTIMATE THE LOT TO BUYER DAMAGES WHICH PURCHASER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT, IN THE MANNER PROVIDED EVENT OF SUCH DEFAULT, PURCHASER MAY (AS ITS SOLE RECOURSE AND REMEDY AT LAW OR IN THIS AGREEMENTEQUITY), BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: EITHER (A) TERMINATE THIS AGREEMENTPURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO OR (B) TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY RECEIVE THE RETURN OF THE DEPOSIT AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR SELLER, WITHIN TEN (B10) OBTAIN SPECIFIC PERFORMANCE BUSINESS DAYS OF THIS AGREEMENT RECEIPT OF A WRITTEN DEMAND THEREFOR, SHALL PAY PURCHASERS ACTUAL, OUT OF POCKET, THIRD PARTY DUE DILIGENCE COSTS AND REASONABLE LEGAL FEES INCURRED BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER PURCHASER IN CONNECTION WITH THIS AGREEMENT DO AGREEMENT, NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER ANDTO EXCEED $250,000.00, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF AND WHICH SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer InitialsIN THE EVENT PURCHASER ELECTS UNDER THIS SECTION TO RECEIVE A RETURN IF THE DEPOSIT AND IF SELLER WRONGFULLY FAILS TO AUTHORIZE ESCROW AGENT TO RELEASE THE DEPOSIT WITHIN FIVE (5) BUSINESS DAYS OF THE DEMAND OF PURCHASER WHEN PURCHASER IS ENTITLED TO THE RETURN OF THE DEPOSIT HEREUNDER, THEN PURCHASER WILL BE ENTITLED TO RECOVER ANY DAMAGES PROXIMATELY CAUSED BY SUCH FAILURE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’; AND PARARPFOESSIONAL FEES AND COSTS INCURRED TO OBTAIN A RETURN OF THE DEPOSIT, 9.2.2 ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH SUCH DEFAULT BY SELLER (OTHER THAN AS SPECIFIED IN SECTION 9.2.2 ABOVE) ARE EXPRESSLY WAIVED BY PURCHASER. THE REFUND OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT ARE INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER. 9.2.3 UPON SUCH DEFAULT BY SELLER, IF THIS AGREEMENT IS TERMINATED BY PURCHASER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR (A) ANY INDEMNIFICATION RIGHTS THAT EXPRESSLY SURVIVE THIS AGREEMENT, (B) OTHER RIGHTS OF PURCHASER WHICH BY THEIR TERMS SURVIVE TERMINATION HEREOF, AND (C) THE RIGHT OF PURCHASER TO RECEIVE A REFUND OF THE DEPOSIT AND ITS OUT OF POCKET EXPENSES AS STATED ABOVE IN SECTION 9.2.1.