Common use of Deposit as Liquidated Damages Clause in Contracts

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------

Deposit as Liquidated Damages. (a) FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS SELLER OR (II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE VII OR (III) THE FAILURE OF A CONDITION PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDIN SECTION 4.6, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. (b) THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING INITIALING THIS SECTION 1.6 BELOWSECTION, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER PURCHASER, IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO OCCUR. (Ac) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Buyer’s Initials /s/ ADG Seller's Initials /s/ TK -------- -------’s Initials

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID TO RETAIN THE DEPOSIT AND RETAINED BY SELLER ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR PART OF BUYER, OTHER THAN THE ADDITIONAL AND AS SELLER'S SOLE SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION EARNXXX XXXEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL BE PAID TO AND RETAINED BY SELLER RETAIN THE EARNXXX XXXEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED AS CONTEMPLATED HEREIN AS A RESULT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT. THEREFORE, IF BUYER BREACHES THIS AGREEMENT AND WRONGFULLY FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNXXX XXXEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE EARNXXX XXXEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER, EXCEPT IN CONNECTION WITH ANY INDEMNITY WHICH, BY ITS TERMS, SURVIVES ANY TERMINATION OF THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE THAT THE EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT BUYER WRONGFULLY FAILS TO COMPLETE THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE PURCHASE OF THE SALE TO CLOSEPROPERTY AS PROVIDED HEREIN. IN ADDITIONNO EVENT, PURCHASER HOWEVER, SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------THE

Deposit as Liquidated Damages. EXCEPT AS OTHERWISE ----------------------------- SPECIFICALLY SET FORTH HEREIN AND PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH HEREOF AND PROVIDED FURTHER THAT ALL CLOSING CONDITIONS IN FAVOR OF BUYER HEREIN HAVE BEEN SATISFIED, THE DEPOSIT (BUT NOT THE INTEREST EARNED FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE AS A RESULT OF BUYER'S REFUSAL OR INABILITY TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDO SO. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES DAMAGES, AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 SHALL NOT LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST SELLER RESULTING FROM A BREACH OTHER THAN SUCH REFUSAL OR INABILITY BY BUYER TO PURCHASE THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMSPROPERTIES. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials SELLER: BUYER: SWEDE-CAL PROPERTIES, INC., XXXXXX REALTY, L.P., a California corporation a Delaware limited partnership By: /s/ ADG Seller's Initials Xxxx Xxxx By: XXXXXX REALTY CORPORATION, a ----------------------------------- Maryland corporation, its Name: Xxxx Xxxx General partner --------------------------------- Title: President -------------------------------- VIKING INVESTORS OF SOUTHERN By: /s/ TK -------- -------Xxxxx X. Xxxx CALIFORNIA I, a California limited -------------------------------- partnership Name: Xxxxx X. Xxxx ----------------------------- Title: Sr. V.P. & Treasurer ----------------------------- By: /s/ Xxxx Xxxx & /s/ Xxx-Xxxx Palm ----------------------------------- Name: Xxxx Xxxx & Xxx-Xxxx Palm --------------------------------- Title: General Partners -------------------------------- VIKING INVESTORS OF SOUTHERN CALIFORNIA II, a California limited partnership By: Viking Partners, a general partnership By: /s/ Xxxx Xxxx & /s/ Xxx-Xxxx Palm ---------------------------------- Name: Xxxx Xxxx & Xxx-Xxxx Palm --------------------------------- Title: General Partners --------------------------------

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CLOSING HAVE BEEN WAIVED OR SATISFIEDCANCEL THE ESCROW. IF ESCROW IS CANCELLED, THEN SELLER WILL THEREUPON BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT. THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL WILL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, BUYER SHALL DELIVER TO SELLER ALL OF THE MATERIALS REQUIRED TO BE DELIVERED TO SELLER PURSUANT TO SECTION 3.2, AND ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE DEPOSIT TO SELLER. ESCROW HOLDER IS HEREBY RELIEVED OF LIABILITY FOR SO RELEASING THE DEPOSIT TO SELLER. IF BUYER ATTEMPTS TO INTERFERE WITH THE RELEASE OF THE DEPOSIT BY ESCROW HOLDER TO SELLER, THEN SELLER WILL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM BUYER. IN THE EVENT OF A DEFAULT BY BUYER AS AFORESAID, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, THE ACTUAL TITLE, SURVEY AND OPTION DEPOSIT, ESCROW CANCELLATION CHARGES AND BUYER’S DELIVERY OF THE MATERIALS DESCRIBED IN SECTION 3.2 (IF ANY, HAS ) HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE PARTIES' REASONABLE ESTIMATE OF TERMS HEREOF AND CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677 AND WILL CONSTITUTE SELLER'S DAMAGES AND AS SELLER'S ’S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES PART OF BUYER PROVIDED THE DEPOSIT IS RELEASED TO SELLER AS AFORESAID. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT OCCUR INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES1677. NOTWITHSTANDING ANYTHING TO THE FOREGOING, CONTRARY IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY2.3, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ IN THE EVENT OF A DEFAULT BY BUYER, THE OBLIGATIONS OF AND UNDERSTOOD INDEMNITY BY BUYER IN SECTION 3.2, THE ABOVE PROVISION COVERING LIQUIDATED DAMAGESCONFIDENTIALITY PROVISIONS OF SECTION 12.22 AND THE PROVISIONS OF SECTIONS 9.3 AND 12.21 (HEREAFTER “SURVIVING OBLIGATIONS”) WILL NOT BE LIMITED, AND THAT EACH PARTY WAS REPRESENTED IMPAIRED OR OTHERWISE AFFECTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES ANY TERMINATION OF THIS AGREEMENT OR ANY LIQUIDATED DAMAGES PROVISION AT THE TIME RECEIVED BY SELLER PURSUANT TO THIS AGREEMENT WAS EXECUTEDSECTION 2.3 AS A RESULT OF SUCH DEFAULT. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------SELLER: BUYER:

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT OF THE INITIAL DEPOSIT WHILE HELD BY ESCROW HOLDER) SHALL BE RETAINED BY SELLER AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART AS A RESULT OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESBUYER’S DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, DEPOSIT (AND OPTION DEPOSIT, IF ANY, ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS NOT A PENALTY, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSECLOSE DUE TO BUYER’S DEFAULT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE AND SELLER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389, WITH RESPECT TO SELLER’S REMEDIES AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT). IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG KML /s/ TM Buyer Seller's Initials /s/ TK -------- -------

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID TO RETAIN THE DEPOSIT AND RETAINED BY SELLER ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR PART OF BUYER, OTHER THAN THE ADDITIONAL AND AS SELLER'S SOLE SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2, AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THE SALE TO CLOSETHIS AGREEMENT. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CHARGES (INCLUDING, WITHOUT LIMITATION, CANCELLATION CHARGES. NOTWITHSTANDING FEES) IN THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE OF A DEFAULT BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------BUYER.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, THE DEPOSIT (AND ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) SHALL BE RETAINED BY SELLER AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART AS A RESULT OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESBUYER’S DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, DEPOSIT (AND OPTION DEPOSIT, IF ANY, ALL INTEREST EARNED FROM THE INVESTMENT THEREOF WHILE HELD BY ESCROW HOLDER) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS NOT A PENALTY, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSECLOSE DUE TO BUYER’S DEFAULT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE AND SELLER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389, WITH RESPECT TO SELLER’S REMEDIES AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE DUE TO BUYER’S DEFAULT). IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials SELLER: BUYER: By Xxxxxxx X. Xxxxxxx, President and CEO of Xxxxxxx Properties Trust, Inc., a Maryland corporation, as Managing Member of Xxxxxxx General Partner, LLC, a Delaware LLC, as General Partner of Xxxxxxx Partners, LP, a Delaware LP as Managing Member of SPT-SWRC, LLC PULTE HOME CORPORATION, a Michigan corporation SPT-SWRC, LLC, a Delaware limited liability company By: /s/ ADG Seller's Initials Xxxxx Xxxxxxxxx By: /s/ TK -------- -------Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Attorney-in-Fact Title: President & CEO

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG __________ Seller's Initials /s/ TK -------- -------__________

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT COMPANY, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER CONTRIBUTOR OR COMPANY, SHALL PAY TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN CONTRIBUTOR THE DEPOSIT AND OPTION DEPOSIT, IF ANY, CONTRIBUTOR SHALL BE PAID TO RETAIN THE DEPOSIT AND RETAINED BY SELLER ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLERCONTRIBUTOR'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY COMPANY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLERCONTRIBUTOR'S DAMAGES DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT CONTRIBUTOR'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLERCONTRIBUTOR'S EXCLUSIVE REMEDY AGAINST PURCHASER COMPANY IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR PART OF COMPANY, OTHER THAN THE ADDITIONAL AND AS SELLER'S SOLE SEPARATE OBLIGATIONS OF COMPANY UNDER SECTIONS 5.3, 5.5, 15.2, AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THE SALE TO CLOSETHIS AGREEMENT. IN ADDITION, PURCHASER COMPANY SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING CHARGES IN THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE OF A DEFAULT BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------COMPANY.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY AS THE RESULT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE XXXXXXX MONEY DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID ENTITLED TO AND RETAINED BY SELLER RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE XXXXXXX MONEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER. THE PARTIES FURTHER ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE PART OF THE SALE TO CLOSEBUYER. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG ---------------------------- ----------------------------------- Buyer Seller's Initials /s/ TK -------- -------

Deposit as Liquidated Damages. (a) FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS SELLER OR (II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE VII OR (III) THE FAILURE OF A CONDITION PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDIN SECTION 4.6, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. (b) THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING INITIALING THIS SECTION 1.6 BELOWSECTION, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ’ REASON-ABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO OCCUR. (Ac) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS SELLER OR (II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE 7, OR (III) THE FAILURE OF A CONDITION PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDIN SECTION 4.6, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING INITIALING THIS SECTION 1.6 BELOWSECTION, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ’ REASON-ABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGESOCCUR. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, AGREEMENT OR (B) THIRD PARTY CLAIMSCLAIMS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE PROPERTY. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. Seller’ Initial MJH Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------’s Initial LHW/SW/AW

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID TO RETAIN THE DEPOSIT AND RETAINED BY SELLER ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR PART OF BUYER, OTHER THAN THE ADDITIONAL AND AS SELLER'S SOLE SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THE SALE TO CLOSETHIS AGREEMENT. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING CHARGES IN THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE OF A DEFAULT BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------BUYER.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON OTHER THAN A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER OR AS THE RESULT OF PURCHASER EXERCISING ITS RIGHT TO TERMINATE UNDER SECTION 7.1 BELOW, AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER SHALL BE ENTITLED TO DRAW DOWN THE DEPOSIT LETTER OF CREDIT AS LIQUIDATED DAMAGES, AND OPTION THE DEPOSIT, AND EXTENSION DEPOSIT(S), IF ANY, SHALL BE PAID REFUNDED TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESPURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THEREFORE BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------INITIALLING

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID TO AND RETAINED BY SELLER RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR PART OF BUYER, OTHER THAN THE ADDITIONAL AND AS SELLER'S SOLE SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.2, 15.2(b), AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THE SALE TO CLOSETHIS AGREEMENT. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING CHARGES IN THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE OF A DEFAULT BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------BUYER.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT , SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR A PENALTY, AND AS SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 1.6. BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials [Illegible] /s/ TK -------- -------[Illegible] ------------------------ ----------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THIS AGREEMENT IS TERMINATED AND THE SALE DEPOSIT IS NOT CONSUMMATED RECEIVED BY THE WPG PARTIES IN ACCORDANCE WITH SECTION 9.3 (WHICH SHALL CONSTITUTE THE SOLE REMEDY OF THE WPG PARTIES IN THE EVENT OF A BREACH BY PRIMARY PURCHASER OR PARALLEL PURCHASER PRIOR TO CLOSING), SUCH AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFOREESTIMATE THE DAMAGE AND HARM THAT SELLER AND WPG WOULD SUFFER UNDER SUCH CIRCUMSTANCES, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, AND INSOFAR AS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT THE WPG PARTIES ACKNOWLEDGE THAT WOULD SUFFER UNDER SUCH CIRCUMSTANCES IS THE AMOUNT OF THE DEPOSIT, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH AMOUNT IS NOT INTENDED TO BE AND OPTION DEPOSITIS NOT A PENALTY, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS AND WHICH SHALL BE THE WPG PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’ SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE (EXCEPT WITH RESPECT TO THE PROVISIONS OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. AGREEMENT THAT BY THEIR SEPARATELY INITIALING TERMS SURVIVE THE TERMINATION OF SUCH AGREEMENT). IF THE WPG PARTIES ARE RELEASED PURSUANT TO THIS SECTION 1.6 BELOWSECTION, PURCHASER AND SELLER PURCHASERS SHALL DELIVER AN INSTRUMENT CONFIRMING SUCH RELEASE PROMPTLY UPON DEMAND OF SELLER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF (i) BUYER’S DEFAULT UNDER THIS AGREEMENT ON WHICH IS NOT CURED WITHIN THE PART CURE PERIOD SPECIFIED IN SECTION 6.1, OR (ii) FAILURE OF PURCHASER AND ALL CONDITIONS PRECEDENT THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO CLOSING HAVE BEEN WAIVED OR BE SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID DELIVERED TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE RECOGNIZE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD AS A RESULT OF SUCH A BUYER DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS NOT A PENALTY, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. CLOSE AS A RESULT OF SUCH A BUYER’S DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN ADDITIONSECTIONS 4.9(c) or (d) TO BE SATISFIED, PURCHASER SHALL PAY ALL TITLE, SURVEY BOTH AT LAW AND ESCROW CANCELLATION CHARGESIN EQUITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, AGREEMENT OR THE “OTHER TRANSACTION DOCUMENTS” (BAS DEFINED IN SECTION 10.6 HEREOF) THIRD PARTY CLAIMSOR BY REASON OF THE OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.17 HEREOF. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW1.6. BELOW OR ON THE NEXT PAGE, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT AGREEMENT, WAS EXECUTED. Purchaser's Initials THE PROVISIONS OF THIS SECTION 1.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. HCP, INC., a Maryland corporation By: /s/ ADG Seller's Initials Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Its: Executive Vice President G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company By: /s/ TK -------- -------Xxxxxxx K S Xxxxxxx Name: Xxxxxxx K S Xxxxxxx Its: Authorized Signatory HCPI/INDIANA, LLC, a Delaware limited liability company, By: HCP, Inc, a Maryland corporation its Managing Member By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (NOT INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR A PENALTY, AND AS SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 1.6. BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials DWM /s/ TK -------- -------MG ---------------------- ------------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER’S DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 1.7 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS NOT A PENALTY, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSECLOSE DUE TO BUYER’S DEFAULT. IN ADDITION, PURCHASER IN THE EVENT OF BUYER’S DEFAULT, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 1.7 LIMIT THE THOSE DAMAGES SPECIFICALLY PROVIDED IN THIS AGREEMENT TO BE RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, AGREEMENT OR (B) THIRD PARTY CLAIMSBY REASON OF THE OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.16 HEREOF. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 1.7 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials KADIMA MEDICAL PROPERTIES, LLC, GAHC3 INDEPENDENCE MOB PORTFOLIO, a Delaware limited liability company LLC, a Delaware limited liability company By: /s/ ADG Seller's Initials Joshua Dolgin By: Griffin-American Healthcare REIT III By: /s/ TK -------- -------Juda Chetrit Holdings, LP, a Delaware lxxxxxx partnership Its: Sole Member Xx: Xxiffin-American Healthcare REIT III, Inc., a Maryland corporation Its: General Partner By: /s/ Danny Prosky Name: Danny Prosky Title: Xxxxxxxnt and Chief Operating Xxxxcer

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE AGREEMENT IS NOT CONSUMMATED TERMINATED AND THE DEPOSIT IS RECEIVED BY THE WPG PARTIES IN ACCORDANCE WITH SECTION 9.3, SUCH AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFOREESTIMATE THE DAMAGE AND HARM THAT SELLER AND WPG WOULD SUFFER UNDER SUCH CIRCUMSTANCES, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, AND INSOFAR AS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT THE WPG PARTIES ACKNOWLEDGE THAT WOULD SUFFER UNDER SUCH CIRCUMSTANCES IS THE AMOUNT OF THE DEPOSIT, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH AMOUNT IS NOT INTENDED TO BE AND OPTION DEPOSITIS NOT A PENALTY, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS AND WHICH SHALL BE THE WPG PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S ’ SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE (EXCEPT WITH RESPECT TO THE PROVISIONS OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. AGREEMENT THAT BY THEIR SEPARATELY INITIALING TERMS SURVIVE THE TERMINATION OF SUCH AGREEMENT). IF THE WPG PARTIES ARE RELEASED PURSUANT TO THIS SECTION 1.6 BELOWSECTION, PURCHASER AND SELLER PURCHASERS SHALL DELIVER AN INSTRUMENT CONFIRMING SUCH RELEASE PROMPTLY UPON DEMAND OF SELLER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE ATTORNEY'S FEES RECOVERABLE PURSUANT TO SECTION 10.15 OR THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG GAK Seller's Initials /s/ TK -------- -------WNF ----------------- --------------- /s/ RM --------------- /s/ DA -----------------

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS SELLER OR (II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE 7, OR (III) THE FAILURE OF A CONDITION PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDIN SECTION 4.6, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING INITIALING THIS SECTION 1.6 BELOWSECTION, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 4.1) DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGESOCCUR. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S ’S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, AGREEMENT OR (B) THIRD PARTY CLAIMSCLAIMS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE PROPERTY. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. Seller’ Initial /s/ MJH Purchaser's Initials ’s Initial /s/ ADG Seller's Initials /s/ TK -------- -------TMM

Deposit as Liquidated Damages. EXCEPT AS OTHERWISE ----------------------------- SPECIFICALLY SET FORTH HEREIN AND PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH HEREOF AND PROVIDED FURTHER THAT ALL CLOSING CONDITIONS IN FAVOR OF BUYER HEREIN HAVE BEEN SATISFIED, THE DEPOSIT (BUT NOT THE INTEREST EARNED FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, INVESTMENT THEREOF) SHALL BE RETAINED BY SELLER AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE AS A RESULT OF BUYER'S FAILURE, REFUSAL OR INABILITY TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDO SO. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, THREE HUNDRED AND OPTION DEPOSIT, IF ANY, FIFTY THOUSAND DOLLAR ($350,000) NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES DAMAGES, AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOINGFORGOING, IN NO EVENT SHALL THIS SECTION 1.6 SHALL NOT LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST SELLER RESULTING FROM A BREACH OTHER THAN SUCH FAILURE, REFUSAL OR INABILITY BY BUYER TO PURCHASE THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMSPROPERTY. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials PULLMAN CARNEGIE ASSOCIATES, XXXXXX REALTY, L.P., a Delaware a California limited partnership limited partnership By: Bay-Santa Xxx Partners, By: XXXXXX REALTY CORPORATION, a a California limited partnership, its Maryland corporation, its General General Partner partner By: Bay Development Corporation By: /s/ ADG Seller's Initials Xxxxxxx X. Xxxxxx a California corporation, its --------------------------- General Partner Name: Xxxxxxx X. Xxxxxx --------------------------- Its: Executive Vice President -------------------------- By: /s/ TK -------- -------Xxxxxx X. Xxxxxxxxx ------------------------- Name: Xxxxxx X. Xxxxxxxxx Its: President

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION CONTINGENCY PERIOD AND THE TITLE INSPECTION PERIOD, (AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"BELOW), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER'S MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT NOT. CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR A PENALTY, AND AS SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 1.6. BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------XXXXXX REALTY, L.P., TRIPLE NET PROPERTIES, L.L.C., a Delaware limited partnership a Virginia limited liability company By: XXXXXX REALTY CORPORATION, a Maryland corporation, its General Partner By: ------------------------------ Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Chief Executive Officer By: ------------------------------ Name: Xxxxxxx Xxxxxx Title: Executive Vice President By: ------------------------------ Name: Xxxxx X. Rogese Title: Senior Vice President and Treasurer

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION EARNXXX XXXEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL BE PAID TO AND RETAINED BY SELLER RETAIN THE EARNXXX XXXEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND WRONGFULLY FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNXXX XXXEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE EARNXXX XXXEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER. THE PARTIES FURTHER ACKNOWLEDGE THAT THE EARNXXX XXXEY DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE PART OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------BUYER.

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO FOR ANY REASON EXCEPT A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDSELLER, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation By: /s/ ADG Seller's Initials B. Xxxx Xxxxxxxxxx Title: Investment Officer ARDEN REALTY, INC., a Maryland corporation By: /s/ TK -------- -------Xxxxxxx X. Xxxxx Title: Chairman of the Board and Chief Executive Officer

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN SELLER THE DEPOSIT AND OPTION XXXXXXX MONEY DEPOSIT, IF ANY, THEN BEING HELD BY ESCROW HOLDER, AND SELLER SHALL BE PAID ENTITLED TO AND RETAINED BY SELLER RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ON RECEIPT AND RETENTION BY SELLER OF THE XXXXXXX MONEY DEPOSIT, THIS AGREEMENT SHALL TERMINATE AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITY HEREUNDER, OTHER THAN PURSUANT TO THE INDEMNITY FROM BUYER TO SELLER CONTAINED IN SECTION 4.6 HEREOF. THE PARTIES FURTHER ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE PART OF BUYER. Dated: Seller: ------------------- CENTENNIAL PLAZA LIMITED PARTNERSHIP, an Oklahoma limited partnership By: Centennial Plod Incorporated, an Oklahoma corporation, general partner By: XXXX XXXXX XXXXX ---------------- Its: PRESIDENT Buyer: THE SALE TO CLOSEPRICE REIT, INC. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------Dated: By: XXXXXX X. XXXXXXXXXX ------------------- -------------------- Its: PRESIDENT/CEO

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDCONSUMMATED, THEN UNLESS BUYER HAS VALIDLY AND TIMELY EXERCISED ITS TERMINATION RIGHTS SET FORTH IN ARTICLE 10, OR UNLESS THE FAILURE TO CONSUMMATE THE SALE IS DUE SOLELY TO A DEFAULT OF SELLER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF SUCH A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR INITIALS BELOW, THE PARTIES AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN DAMAGES. THE EVENT PARTIES FURTHER ACKNOWLEDGE THAT THE CLOSING DOES NOT OCCUR AND DEPOSIT HAS BEEN AGREED UPON AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM BUYER IN THE EVENT OF SUCH A DEFAULT ON THE PART OF BUYER OR A FAILURE TO CLOSE AS PROVIDED ABOVE, OTHER THAN THE OBLIGATIONS OF THE SALE TO CLOSEBUYER HEREIN WHICH EXPRESSLY SURVIVE TERMINATION OR CANCELLATION HEREOF. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING IF THE FOREGOINGCLOSING FAILS TO OCCUR DUE SOLELY TO A DEFAULT OF SELLER, IN NO EVENT THEN THIS AGREEMENT SHALL THIS SECTION 1.6 LIMIT TERMINATE AND BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO THE DAMAGES RECOVERABLE BY EITHER RETURN OF THE DEPOSIT, AND NEITHER PARTY AGAINST SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS TO THE OTHER PARTY DUE TO (A) HEREUNDER OTHER THAN THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------OBLIGATIONS

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION ----------------------------- CONTINGENCY PERIOD AND THE TITLE INSPECTION PERIOD, (AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"BELOW), IN THE EVENT THE SALE OF THE PROPERTY PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER'S MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT NOT. CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR A PENALTY, AND AS SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING EXECUTING THIS SECTION 1.6 1.6. BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------XXXXXX REALTY, L.P., TRIPLE NET PROPERTIES, L.L.C., a Delaware limited partnership a Virginia limited liability company By: XXXXXX REALTY CORPORATION, a Maryland corporation, its General By: _____________________________ Partner Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Chief Executive Officer By: __________________________________ Name: Xxxxxxx Xxxxxx Title: Executive Vice President By: __________________________________ Name: Xxxxx X. Rogese Title: Senior Vice President and Treasurer

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION CONTINGENCY PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDAGREEMENT, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (NOT INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEDETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY INITIALLING EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR A PENALTY, AND AS SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER BUYER ARISING FROM SUCH A FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER BUYER SHALL PAY ALL TITLE, SURVEY TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 1.6. BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials DWM /s/ TK -------- -------MG ------------------------- ------------------------- SELLER'S INITIALS BUYER'S INITIALS

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, (AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"HEREINAFTER DEFINED), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BY REASON OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDPROPERTY ONE, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER CITY AS LIQUIDATED DAMAGESDAMAGES AND AS CITY'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, AS A RESULT OF SUCH DEFAULT. THE PARTIES ACKNOWLEDGE THAT SELLERCITY'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING INITIALING THIS SECTION 1.6 BELOWSECTION, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLERCITY'S DAMAGES AND AS SELLERCITY'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, AGAINST PURCHASER PROPERTY ONE IN THE EVENT THE CLOSING (AS DEFINED IN SECTION 5.1) DOES NOT OCCUR AND AS SELLERA RESULT OF PROPERTY ONE'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGESDEFAULT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, PARTY IN ACCORDANCE WITH THIS AGREEMENT, AGREEMENT OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES CLAIMS ARISING OUT OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME OR RELATING TO THIS AGREEMENT WAS EXECUTEDOR THE PROPERTY. PurchaserCity's Initials /s/ ADG SellerInitial Property One's Initials /s/ TK -------- -------Initial

Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIEDBUYER, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SELLER SHALL BE PAID ENTITLED TO AND RETAINED BY SELLER RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THEREFORE, IF, AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN CONDITIONS IN BUYER'S CONTROL), BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED HEREIN, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES AND IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. THE PARTIES FURTHER ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER BUYER IN THE EVENT OF A DEFAULT ON THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE PART OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGESHEREBY WAIVES ANY OTHER REMEDY INCLUDING BUT NOT LIMITED TO A SUIT FOR DAMAGES OR SPECIFIC PERFORMANCE. Seller: The PRICE REIT, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTEDINC. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------Dated: April 11, 1997 By: /XXXXXX XXXXXXXX/ ----------------- Its: Senior Executive Vice President Buyer: WESTRUST ASSET MANAGEMENT, INC. a California corporation Dated: April 17, 1997 By: /XXXXXXX XXXXXXXX/ ------------------ Its: President