Common use of Liquidated Damages Clause in Contracts

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. BUYER RECOGNIZES THAT THE PROPERTY WILL BE REMOVED BY THE SELLER FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT, AND THAT IF THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH AGREED THAT THE QUESTION ACTUAL AMOUNT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AS A RESULT OF ANY SUCH DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE IS A REASONABLE AS A MEASURE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, (III) IN THE EVENT PARTIES AGREE THAT IF THE CLOSE OF SUCH BREACHESCROW DOES NOT OCCUR BECAUSE OF BUYER'S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH . SELLER AGREES THAT THESE LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES OR MONETARY RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS REMEDY, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS WHICH SELLER MIGHT OTHERWISE BE ENTITLED UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. , AND SHALL BE SELLER'S INITIALS BUYER'S INITIALS __________ __________SOLE AND EXCLUSIVE RIGHT AND REMEDY. NOTHING CONTAINED HEREIN SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS OR INDEMNIFICATION PROVISION HEREOF.

Liquidated Damages. THE PARTIES HAVE DISCUSSED MEMBER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY OV EACH AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES A MATERIAL DEFAULT OR RELIEF AT LAW BREACH HEREUNDER BY MEMBER AND/OR IN EQUITY ON ACCOUNT OF THE FAILURE OF CASE MEMBER FAILS TO PAY THE CLOSING SERVICE FEE PURSUANT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES TO OV WOULD BE EXTREMELY DIFFICULT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IMPRACTICABLE TO CLAUSES (A) THROUGH (C)ASCERTAIN. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT BUYER OBJECTS TOOF A MATERIAL DEFAULT OR BREACH BY MEMBER, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE CONTENTS OF MEMBER’S VAULT (THE “VAULT CONTENTS”) SHALL SERVE AS LIQUIDATED DAMAGES, WHICH LIQUIDATED DAMAGES SHALL SERVE AS A REASONABLE ESTIMATE OF THE DEPOSIT OUT DAMAGES TO OV, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF STORING THE VAULT SPACE CONTENTS, UNREIMBURSED PICK-UP AND DELIVERY COSTS INCURRED BY OV AT MEMBER’S DIRECTION AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. MEMBER’S ABANDONMENT OF THE ESCROWVAULT SPACE CONTENTS AND THE RETENTION OF VAULT SPACE CONTENTS BY OV SHALL BE OV’S SOLE AND EXCLUSIVE REMEDY AGAINST MEMBER FOR A MATERIAL BREACH OR DEFAULT BY CUSTOMER HEREUNDER, SELLER SHALL HAVE AND OV WAIVES ANY AND ALL RIGHT TO SEEK OTHER REMEDIES AGAINST MEMBER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND PAYMENT OF PAST DUE SERVICE FEES. THE REMEDIES OTHERWISE AVAILABLE RETENTION OF VAULT SPACE CONTENTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITYPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________OV HEREBY WAIVES THE

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED EVENT ESCROW DOES NOT CLOSE FOR ANY REASON WHATSOEVER (OTHER THAN IN GOOD FAITH THE QUESTION CONNECTION WITH A BREACH OR DEFAULT BY SELLER AND/OR ANY OTHER CIRCUMSTANCE UNDER OR RELATING TO THIS AGREEMENT IN WHICH THIS AGREEMENT PROVIDES THAT BUYER IS ENTITLED TO A REFUND OF SOME OR ALL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDEPOSIT), (II) LIQUIDATED DAMAGES IN THE AMOUNT THEN $13,000 OF THE DEPOSIT (DESCRIBED IN THIS AGREEMENT AS IT MAY APPLYING TO THIS AGREEMENT, INCLUDING ANY INTEREST EARNED THEREON, SHALL BE INCREASED FROM TIME RETAINED BY SELLER AS LIQUIDATED AND AGREED-UPON DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE MUTUALLY DISCUSSED THE IMPRACTICABILITY AND EXTREME DIFFICULTY OF FIXING THE ACTUAL DAMAGES TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF DEFAULT BY BUYER AND THAT AS A RESULT OF SUCH BREACHDISCUSSION, THE PARTIES AGREE THAT SAID SUM REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD INCUR IN THE CASE OF DEFAULT BY BUYER. BUYER FURTHER STIPULATES AND AGREES THAT THIS PROVISION IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS EXECUTED, AND IN SO STIPULATING, BUYER ACKNOWLEDGES THAT IT IS HEREBY WAIVING ANY RIGHT TO CONTEST OR INVALIDATE THIS PROVISION PURSUANT TO ANY PROVISION OF LAW. BY SIGNING ON THE SPACES WHICH FOLLOW, SELLER SHALL BE ENTITLED AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO RETAIN ABIDE BY THE DEPOSIT AS SUCH TERMS AND PROVISIONS OF THIS SECTION 19 CONCERNING LIQUIDATED DAMAGES, AND (IV) . IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PLACING THEIR INITIALS IN THE EVENT SPACES PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS PROVISION. SELLER INITIALS: BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH SELLER'S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, (II) WILING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEINCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHBUYER'S DEFAULT AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (1) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL BE ENTITLED TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO RETAIN BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE DEPOSIT AS SUCH LIQUIDATED DAMAGESPARTIES WHO DEPOSITED THE SAME, AND (IV3) IN CONSIDERATION ESCROW AGENT SHALL DELIVER THE DEPOSIT (INCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE PAYMENT OF SUCH SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, . SELLER SHALL BE DEEMED TO AND BUYER ACKNOWLEDGE THAT THEY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT READ AND UNDERSTAND THE PROVISIONS OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 11.1, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________--------------------- ---------------------- Seller's Initials Buyer's Initials

Liquidated Damages. IF BUYER FAILS TO CLOSE UNDER THIS AGREEMENT, THEN SELLER MAY RECEIVE THE DEPOSIT AND ANY ADDITIONAL DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES FAILS TO CLOSE UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) AND ANY ADDITIONAL DEPOSIT ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE IS ENTITLED TO RETAIN THE DEPOSIT AND ANY ADDITIONAL DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUREQUITY, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF ANY OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INDEMNITY

Liquidated Damages. BUYER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT CONSUMMATED DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE DATE OF THIS AGREEMENT, SELLER’S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD SUFFER BY REASON OF BUYER’S DEFAULT HEREUNDER. ACCORDINGLY, BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSELLER HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER UNDER THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY. IN THE EVENT OF SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, ANY OTHER CLAIM SELLER SHALL BE DEEMED TO MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR(INCLUDING, EXCEPT FOR: (AWITHOUT LIMITATION, SPECIFIC PERFORMANCE) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED ARISING BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER ’S DEFAULT. THE PARTIES HAVE INITIALED THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT SECTION 3.2 TO CLAUSES (A) THROUGH (C)ESTABLISH THEIR INTENT SO TO LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 3.2 SHALL BE DEEMED TO LIMIT BUYER’S OBLIGATION TO PERFORM THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR “CONTINUING OBLIGATIONS” AS DEFINED IN EQUITYSECTION 4.6 BELOW. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Buyer’s Initials: /s/ MAC Initials: /s/ DW

Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PARTIES HAVE DISCUSSED PURCHASE AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES PROPERTY IS NOT OCCUR COMPLETED IN ACCORDANCE WITH THIS AGREEMENT BECAUSE BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND HAVE ENDEAVORED FAILS TO REASONABLY ESTIMATE CURE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE DEFAULT OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT BREACH WITHIN ONE BUSINESS DAY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHWRITTEN NOTICE, SELLER SHALL BE ENTITLED TO RETAIN TERMINATE THIS AGREEMENT AND UPON TERMINATION THE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE CASE OF SUCH LIQUIDATED DAMAGESA DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGE THAT SELLER MAY SUFFER IN THE EVENT OF SUCH DEFAULT BY BUYER. THEREFORE, BUYER AND (IV) IN CONSIDERATION SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IF BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT. THE PAYMENT OF THIS AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER AND BUYER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE DIFFICULT TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBREACH, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE THESE SUMS REPRESENT REASONABLE COMPENSATION TO SELLER AT LAW OR IN EQUITYFOR SUCH BREACH. SELLER'S INITIALS ’S INITIALS: BUYER'S INITIALS __________ __________’S INITIALS:

Liquidated Damages. OPTIONEE RECOGNIZES THAT OPTIONOR’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES HAVE DISCUSSED THAT IT IS EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) OPTIONOR IN THE EVENT OF OPTIONEE DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES OPTIONOR WOULD SUFFER IN SUCH BREACHEVENT, SELLER HAVE DETERMINED THAT ALL AMOUNTS PAID TO OPTIONOR AS OPTION CONSIDERATION AND ALL INTEREST EARNED THEREON SHALL BE ENTITLED DISBURSED TO RETAIN THE DEPOSIT OPTIONOR, IF THEN HELD BY ESCROW HOLDER, OR RETAINED BY OPTIONOR, IF PREVIOUSLY DISBURSED TO OPTIONOR HEREUNDER, AND SHALL BE DEEMED FULLY EARNED AS SUCH LIQUIDATED DAMAGES, AND (IV) THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BY INITIALING BELOW, THE PARTIES AGREE TO THE PROVISIONS OF THIS SECTION AND ACKNOWLEDGE THAT SUCH REMEDY OF OPTIONOR AS SET FORTH HEREIN SHALL BE THE EXCLUSIVE REMEDY OF OPTIONOR, AT LAW AND IN CONSIDERATION OF THE PAYMENT EQUITY, BY REASON OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT DEFAULT OF THE FAILURE OF THE CLOSING TO OCCUROPTIONEE, EXCEPT FOR: (A) CLAIMS FOR ANY RIGHTS OF OPTIONOR THAT BY THEIR TERMS SPECIFICALLY SURVIVE THE RETURN OR OTHER DELIVERY TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) EXCEPT FOR ALL RIGHTS AND REMEDIES WHICH OPTIONOR MAY HAVE AT LAW OR EQUITY OR UNDER THIS AGREEMENT IN CONNECTION WITH OPTIONOR’S ENFORCEMENT OF THIS SECTION 20.2 INCLUDING, WITHOUT LIMITATION, OPTIONOR’S RIGHT TO RECOVER ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________CONNECTION THEREWITH.

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES HAVE DISCUSSED AND NEGOTIATED CONTRARY CONTAINED IN GOOD FAITH THIS AGREEMENT, IF THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY TO PURCHASER IS NOT CONSUMMATED BY SELLER IF REASON OF PURCHASER’S DEFAULT OF ITS OBLIGATION TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AND ALL INTEREST ACCRUED THEREON IN ACCORDANCE WITH ESCROW AGREEMENT AFTER WRITTEN NOTICE TO PURCHASER AND AS LIQUIDATED DAMAGES FOR SUCH LIQUIDATED DAMAGES, DEFAULT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND (IV) IN CONSIDERATION EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PROPERTY PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. PURCHASER AND COSTS INCURRED BY SELLER INCIDENT AGREE THAT SELLER’S RIGHT TO CLAUSES RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. NOTHING CONTAINED IN THE FOREGOING SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (A) THROUGH SELLER’S REMEDIES OR DAMAGES FOR POST-CLOSING CLAIMS OF SELLER AGAINST PURCHASER WITH RESPECT TO ANY OBLIGATIONS OF PURCHASER THAT, BY THE TERMS OF THIS AGREEMENT, SURVIVE THE CLOSING, INCLUDING BUT NOT LIMITED TO PURCHASER’S OBLIGATIONS IN REGARD TO INDEMNIFICATION UNDER Section 14.03, OR (C)B) SELLER’S RIGHTS TO OBTAIN FROM PURCHASER ALL COSTS AND EXPENSES OF ENFORCING THIS LIQUIDATED DAMAGES PROVISION, INCLUDING LEGAL COSTS. NOTWITHSTANDING THE FOREGOING, PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGE PROVISIONS CONTAINED IN THE EVENT BUYER OBJECTS THIS SECTION. ACCEPTED AND AGREED TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, : /s/ /s/ SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURCHASER

Liquidated Damages. BUYER AND SELLER AGREE THAT BASED UPON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES RESULTING FROM BUYER’S FAILURE TO PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2 ABOVE, (II) LIQUIDATED INCLUDING DAMAGES RESULTING FROM THE DELAY IN THE AMOUNT REDEVELOPMENT AGENCY’S RECEIPT OF “NET AVAILABLE INCREMENT” AND OTHER “ACQUISITION FUNDS” UNDER THE DEPOSIT FINANCING PLAN (AS IT MAY BE INCREASED FROM TIME WHICH WILL, IN TURN, DELAY DISBURSEMENT TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE SELLER OF SUCH DAMAGES, (III) IN ACQUISITION FUNDS UNDER THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ACQUISITION AGREEMENT ATTACHED AS EXHIBIT A TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CFINANCING PLAN). NOTWITHSTANDING THE FOREGOINGACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2. IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, “LIQUIDATED DELAY DAMAGES” EQUAL TO THE AMOUNT OF THE CONSTRUCTION DELAY PAYMENTS THAT ARE PAYABLE BY BUYER HEREUNDER UNTIL THE COMPLETION OF CONSTRUCTION OF THE MINIMUM SQUARE FOOTAGE, WHICH AMOUNT EQUALS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM BUYER’S FAILURE TO PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2 ABOVE. SELLER'S SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 25.5 AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN SELLER’S DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A CONDITION PRECEDENT IN FAVOR OF BUYER, OR BUYER’S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER, OR, IF SUCH DEFAULT IS NOT REASONABLY SUSCEPTIBLE OF BEING CURED WITHIN SUCH TEN (10) DAY PERIOD, IF BUYER FAILS TO COMMENCE TO CURE SUCH DEFAULT WITHIN SUCH TEN (10) DAY PERIOD, THEN, UPON DEMAND BY SELLER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED HERETO EXPRESSLY AGREE AND NEGOTIATED ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION EVENT OF THE DAMAGES THAT A DEFAULT BY BUYER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REPRESENTS THE PARTIES’ REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) . IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ANY AND ALL ACTIONS BROUGHT PURSUANT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED OR TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY ENFORCE BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ’S OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY IT SHALL BE CONCLUSIVELY PRESUMED THAT THE ABOVE-DESCRIBED LIQUIDATED DAMAGES SHALL BE THE SOLE REMEDY OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS OF BUYER’S DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER ANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF PURCHASE THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PROPERTY BE SPECIFICALLY ENFORCED.

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 15; AND BY ITS INITIALS IMMEDIATELY BELOW, AND IT AGREES TO BE BOUND BY THOSE PROVISIONS /s/ JC /s/ GS ---------------- ----------------- Buyer's Initials Seller's Initials (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CIn order to comply with California Civil Code Section 1677, the above provision must be in at least 10-point bold type. The above provision is in 11-point bold type.). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. TENANT ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO TENANT, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS EXHIBIT F AND THE LEASE, IS MATERIAL TO LANDLORD. TENANT ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER LANDLORD IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO TENANT'S DEFAULT. TENANT FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE THE PARTIES REACH AGREEMENT ON THE AGREED TERMS, LANDLORD'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS AGREEMENT TRANSACTION, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, TENANT AND LANDLORD AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WOULD SUFFER BY REASON OF TENANT'S DEFAULT HEREUNDER. ACCORDINGLY, TENANT AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLANDLORD HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY TENANT, SELLER LANDLORD MAY TERMINATE ITS OBLIGATIONS UNDER PARAGRAPH 38 OF THE LEASE AND THIS EXHIBIT F BY GIVING NOTICE TO TENANT. IN THE EVENT OF SUCH TERMINATION, LANDLORD SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO ANY OTHER CLAIM LANDLORD MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR(INCLUDING, EXCEPT FOR: (AWITHOUT LIMITATION, SPECIFIC PERFORMANCE) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ARISING

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING ESCROW DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED CLOSE DUE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE BUYER'S FAILURE TO DEPOSIT ANY REQUIRED SUMS BY THE PRESCRIBED TIME OR EXTREMELY DIFFICULT TO FIXPERFORM ANY OTHER ACT WHEN DUE HEREUNDER, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER WHICH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF AN OBLIGATION OF BUYER TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BE PERFORMED UNDER THIS AGREEMENT, THEN SELLER SHALL RETAIN ALL SUMS THEN HELD BY ESCROW HOLDER PURSUANT TO THE TERMS OF THIS AGREEMENT, TOGETHER WITH INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES, WHICH AMOUNT IS THE BEST ESTIMATE BY THE PARTIES OF THE DAMAGES SELLER WOULD SUFFER FROM SUCH BREACH, IT BEING AGREED THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND (D) ATTORNEYS' FEES AND COSTS IMPRACTICABLE, TO FIX THE EXACT AMOUNT OF DAMAGE WHICH WOULD BE INCURRED BY SELLER INCIDENT AS A RESULT OF SUCH DEFAULT BY BUYER. THEREUPON ESCROW SHALL BE CANCELED AS PROVIDED ABOVE, ALL INSTRUMENTS SHALL BE RETURNED TO CLAUSES (A) THROUGH (C)THE RESPECTIVE PARTIES WHO DEPOSITED SAME, THE PARTIES SHALL COMPLY WITH SECTION 12 BELOW AND BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING IN ADDITION, IF ALL OR ANY PORTION OF SUCH SUMS HAVE BEEN DEPOSITED INTO ESCROW BY EITHER BUYER OR SELLER, ESCROW HOLDER IS HEREBY IRREVOCABLY INSTRUCTED BY BUYER AND SELLER TO DISBURSE TO SELLER ALL SUCH SUMS UPON DEMAND OF SELLER ALONE AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OR FAILURE TO COMPLETE THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PURCHASE OF THE DEPOSIT OUT OF THE ESCROWPROPERTY AS PROVIDED HEREINABOVE, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE PURSUANT TO SELLER AT LAW OR IN EQUITYCALIFORNIA CIVIL CODE SECTIONS 1671 ET. SELLER'S INITIALS BUYER'S INITIALS __________ __________SEQ. /s/ VJC /s/ MCI Buyer's Initials Seller's Initials

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT, IT IS AGREED THAT THE PARTIES HAVE DISCUSSED AMOUNT OF $5,000 SHALL BE DELIVERED TO AND NEGOTIATED IN GOOD FAITH ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION OF SELLING THE QUESTION PROPERTY TO BUYER. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF TO SELLER. THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT PARTIES FURTHER ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF LIQUIDATED DAMAGES IS FAIR AND REASONABLE CONSIDERING ALL OF THE DEPOSIT (AS IT MAY FACTS AND CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF HARM TO SELLER THAT COULD BE INCREASED FROM TIME TO TIME) ARE ANTICIPATED, AND THE ANTICIPATION THAT PROOF OF CAUSATION, FORESEEABILITY AND ACTUAL DAMAGES WOULD BE REASONABLE AS COSTLY AND/OR IMPRACTICAL. BUYER AND SELLER AGREE THAT IT IS IMPOSSIBLE OR IMPRACTICAL TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER IN SUCH EVENT. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A MEASURE LAWSUIT WERE COMMENCED TO COLLECT DAMAGES AND THEREFORE AGREE THAT SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT. BY INITIALING THIS PROVISION BELOW, THE PARTIES SPECIFICALLY CONFIRM THE ACCURACY OF SUCH DAMAGESFACTS, (III) IN THE EVENT FACT THAT THEY POSSESS APPROXIMATELY EQUAL BARGAINING STRENGTH AND SOPHISTICATION AND THE FACT THAT EACH OF SUCH BREACHTHEM WAS REPRESENTED BY COUNSEL WHEN ENTERING INTO THIS AGREEMENT, SELLER SHALL BE ENTITLED WHICH COUNSEL EXPLAINED THE CONSEQUENCES OF THIS SECTION TO RETAIN THEM AT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER TIME THIS AGREEMENT WAS MADE. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE WAIVED ALL LIMIT ANY OBLIGATIONS OF BUYER OTHER CLAIMS FOR DAMAGES THAN A DEFAULT CAUSING ESCROW TO FAIL TO CLOSE THAT SURVIVE THE CLOSE OF ESCROW OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EARLY TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO PURSUE ANY CAUSE OF ACTION IT MAY HAVE AGAINST BUYER FOR BUYER’S FAILURE TO PERFORM ANY OTHER COVENANT UNDER THIS AGREEMENT AFTER THE CLOSE OF ESCROW OR EARLIER TERMINATION OF THIS AGREEMENT. BY THE ACT OF AN AUTHORIZED REPRESENTATIVE OF EACH PARTY AFFIXING HIS OR HER INITIALS HEREIN, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ABOVE STATEMENTS AND ITS AGREEMENT WITH THEM.

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT, IT IS AGREED THAT THE PARTIES HAVE DISCUSSED AMOUNT OF BUYER’S DEPOSIT (TOGETHER WITH INTEREST THEREON) SHALL BE RETAINED AND NEGOTIATED IN GOOD FAITH ACCEPTED BY MANAGER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION OF SELLING THE QUESTION INTEREST TO BUYER. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES IS FAIR AND REASONABLE CONSIDERING ALL OF THE FACTS AND CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROOF OF CAUSATION, FORESEEABILITY AND ACTUAL DAMAGES WOULD BE COSTLY AND/OR IMPRACTICAL. BUYER AND SELLER AGREE THAT IT IS IMPOSSIBLE OR IMPRACTICAL TO PRESENTLY PREDICT WHAT MONETARY DAMAGES WOULD BE SUFFERED IN SUCH EVENT. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER AND MANAGER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO COLLECT DAMAGES AND THEREFORE AGREE THAT SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE THEIR SOLE AND EXCLUSIVE REMEDY IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT. BY SELLER IF INITIALING THIS PROVISION BELOW, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PARTIES SPECIFICALLY CONFIRM THE ACCURACY OF SUCH FACTS, THE FACT THAT THEY POSSESS APPROXIMATELY EQUAL BARGAINING STRENGTH AND SOPHISTICATION AND THE FACT THAT EACH OF THEM WAS REPRESENTED BY COUNSEL WHEN ENTERING INTO THIS AGREEMENT, WHICH COUNSEL EXPLAINED THE CONSEQUENCES OF THIS SECTION TO THEM AT THE TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESWAS MADE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE WAIVED ALL LIMIT ANY OBLIGATIONS OF BUYER OTHER CLAIMS FOR DAMAGES THAN A DEFAULT CAUSING ESCROW TO FAIL TO CLOSE THAT SURVIVE THE CLOSE OF ESCROW OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EARLY TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO PURSUE ANY CAUSE OF ACTION IT MAY HAVE AGAINST BUYER FOR BUYER’S FAILURE TO PERFORM ANY OTHER COVENANT UNDER THE TRANSACTION DOCUMENTS OR UNDER THIS AGREEMENT AFTER THE CLOSE OF ESCROW OR EARLIER TERMINATION OF THIS AGREEMENT. BY THE ACT OF AN AUTHORIZED REPRESENTATIVE OF EACH PARTY AFFIXING HIS OR HER INITIALS HEREIN, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ABOVE STATEMENTS AND ITS AGREEMENT WITH THEM.

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 11.3.1, OR PARAGRAPH 22, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 11.3.1, OR PARAGRAPH 22, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. IF ESCROW FAILS TO CLOSE AS THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION RESULT OF THE DAMAGES THAT WOULD BE SUFFERED ANY DEFAULT OR BREACH BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT RECEIVE AND RETAIN, AS SUCH LIQUIDATED DAMAGES, THE INITIAL DEPOSIT AND (IV) IN CONSIDERATION ANY ADDITIONAL DEPOSITS DUE FROM BUYER AT THE TIME OF THE PAYMENT DEFAULT OR BREACH. THE PARTIES ACKNOWLEDGE THAT SAID SUM IS FAIR AND REASONABLE IN LIGHT OF ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES' ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A DEFAULT OR BREACH BY BUYER, THE PARTIES HERETO HEREBY AGREEING THAT THE DAMAGES TO SELLER IN THE EVENT OF SUCH DEFAULT OR BREACH BY BUYER HEREUNDER WOULD BE IMPOSSIBLE TO ACCURATELY DETERMINE AND THAT PROOF OF THE AMOUNT OF SUCH DAMAGES WOULD BE COSTLY AND INCONVENIENT. SUCH LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S FAILURE TO PAY THE PURCHASE PRICE, AND BUYER SHALL HAVE WAIVED ALL NO OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW FURTHER OBLIGATION OR IN EQUITY LIABILITY UNDER THIS AGREEMENT TO SELLER ON ACCOUNT OF THE FAILURE OF THE CLOSING SUCH DEFAULT OR BREACH; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO OCCUR, EXCEPT FOR: (A) CLAIMS RECEIVE REIMBURSEMENT FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IN SEEKING TO CLAUSES (A) THROUGH (C)ENFORCE THIS LIQUIDATED DAMAGES PROVISION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS: SELLERS INITIALS:

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF OPTIONORS IF, AFTER THE OPTION EXERCISE DATE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONEE DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF ANY PORTION OF THE DEPOSIT (AS IT MAY OPTION PRICE ALREADY DEPOSITED WITH ESCROW HOLDER BY OPTIONEE WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE OPTIONORS ARE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT SUCH SUM FROM OPTIONEE AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER OPTIONORS SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORINCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONORS WAIVE THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), BUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR THE MEMORANDUM OF OPTION OR OTHER CLOUDS ON TITLE CAUSED BY BUYEROPTIONEE; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S OPTIONEE’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER OPTIONORS INCIDENT TO CLAUSES (A) THROUGH AND (CB). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionors: Initials of Optionee: /s/ XX /x/ XX

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF OPTIONORS IF, AFTER THE OPTION EXERCISE DATE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONEE DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF ANY PORTION OF THE DEPOSIT (AS IT MAY OPTION PRICE ALREADY DEPOSITED WITH ESCROW HOLDER BY OPTIONEE WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE OPTIONORS ARE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT SUCH SUM FROM OPTIONEE AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER OPTIONORS SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORINCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONORS WAIVE THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), BUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR THE MEMORANDUM OF OPTION OR OTHER CLOUDS ON TITLE CAUSED BY BUYEROPTIONEE; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S OPTIONEE’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER OPTIONORS INCIDENT TO CLAUSES (A) THROUGH AND (CB). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionors: Initials of Optionee: /s/ SH /s/ SH

Liquidated Damages. BY INITIALLING THIS SECTION 2.04 IN THE PARTIES HAVE DISCUSSED SPACE PROVIDED BELOW, BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES SELLER AGREE THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BY REASON OF THE DEFAULT OF BUYER, THE FULL DEPOSIT, INCLUDING INTEREST THEREON AT THE RATE SET FORTH IN THE DEPOSIT NOTE, SHALL BE DEEMED LIQUIDATED DAMAGES FOR BUYER'S NON-PERFORMANCE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT FOR SUCH DEFAULT. ACCORDINGLY, SELLER SHALL HAVE NO FURTHER OBLIGATION UNDER THE DEPOSIT NOTE (WHICH SHALL BE DEEMED SATISFIED) OR DEPOSIT DEED OF TRUST, WHICH SHALL BE RECONVEYED. BUYER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE IT WOULD BE IMPRACTICAL AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFIX ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT, (II) LIQUIDATED DUE TO THE NATURE OF THIS TRANSACTION AND THE UNIQUE NATURE OF THE PURCHASE PROPERTY, AND THAT A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT IS THE FULL DEPOSIT ($17,500,000.00), INCLUDING INTEREST THEREON AT THE RATE SET FORTH IN THE DEPOSIT NOTE, IN VIEW OF, AMONG OTHER THINGS, THE OBLIGATIONS IMPOSED ON SELLER UNDER THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT (AS IT MAY DEBT SECURED BY THE PURCHASE PROPERTY, AND SELLER'S AGREEMENT TO ACCEPT A LIQUIDATED SUM IN LIEU OF ITS REMEDY OF SPECIFIC PERFORMANCE. BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHBUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PURCHASE PROPERTY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) NOTWITHSTANDING ANYTHING CONTAINED IN CONSIDERATION OF THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OF PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING IN THIS PROVISION SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER'S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT BREACH OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 4.01.A (INDEMNITY RE: BUYER'S ACTIVITIES AT THE PROPERTY), AND SECTION 8.15 (DCONFIDENTIALITY) OR SECTION 8.07 (ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CFEES). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL ANY PORTION OF THE FULL DEPOSIT OUT REMAINS IN ESCROW AT THE TIME OF THE ESCROWBUYER'S DEFAULT, BUYER AND SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RELEASE SUCH PORTION TO SELLER. FURTHER, BUYER AND SELLER HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RETURN TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS THE DEPOSIT NOTE MARKED "SATISFIED" AND RECORD THE FULL RECONVEYANCE AND THE TERMINATION OF BUYER'S INITIALS __________ __________RIGHTS, WHICH ARE BEING HELD BY ESCROW HOLDER. ------------------------------ ----------------------------- BUYER SELLER

Liquidated Damages. FROM AND AFTER THE EXERCISE OF THE OPTION, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 19.1 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, 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. CONSISTENT WITH THE PROVISIONS OF SECTION 1.5, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY REASON OF A DEFAULT OF BUYER OBJECTS TOPURSUANT TO THIS SECTION 19.1, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES THE OPTION PAYMENT IN ALL EVENTS SHALL BE RETAINED BY SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ [ILLEGIBLE] /s/ [ILLEGIBLE] ---------------------------- ------------------------- Buyers' Initials Seller's Initials

Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IF THERE IS AN EVENT OF DEFAULT BY J STAR HEREUNDER AFTER THE DATE THAT THE FIRST CITY PAYMENT IS RELEASED TO J STAR IN ACCORDANCE WITH SECTION 3(a), THEN CITY’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT SHALL BE TO TERMINATE THIS AGREEMENT AND RECEIVE FROM J STAR AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO THE CITY PAYMENTS MADE TO J STAR AS OF THE DATE OF DEFAULT. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES AGREED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH CITY’S ACTUAL DAMAGES, (III) IN THE EVENT OF SUCH BREACHA DEFAULT BY J STAR, SELLER SHALL WOULD BE ENTITLED EXTREMELY DIFFICULT OR IMPRACTICABLE TO RETAIN DETERMINE. AFTER NEGOTIATION, THE DEPOSIT AS SUCH LIQUIDATED DAMAGESPARTIES HAVE AGREED THAT, AND (IV) IN CONSIDERATION CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL LIQUIDATED DAMAGES AMOUNT IS A REASONABLE ESTIMATE OF THE DEPOSIT OUT DAMAGES THAT THE CITY WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE ESCROWSTATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, SELLER SHALL HAVE ALL AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE REMEDIES OTHERWISE AVAILABLE LIQUIDATED DAMAGES AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO SELLER AT LAW OR IN EQUITYCONSTITUTE LIQUIDATED DAMAGES TO THE CITY UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials: City J Star

Liquidated Damages. AFTER EXPIRATION OF THE FEASIBILITY PERIOD WITHOUT BUYER’S ELECTION TO TERMINATE THIS AGREEMENT, IF ESCROW FOR THE PURCHASE OF THE PROPERTY FAILS TO CLOSE HEREUNDER AS A RESULT OF BUYER’S MATERIAL DEFAULT, THEN THE ENTIRE DEPOSIT DESCRIBED IN SECTION 3 SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH ACKNOWLEDGE THAT THE QUESTION AMOUNT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BUYER’S MATERIAL DEFAULT OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE ENTITLED DIFFICULT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDETERMINE, AND (IV) FURTHER AGREE THAT THE REASONABLE ESTIMATE OF SUCH DAMAGES IS THE ENTIRE DEPOSIT WHICH SHALL, IN CONSIDERATION THAT EVENT, BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES IN COMPLETE SATISFACTION AND PAYMENT OF ALL CLAIMS OF SELLER AGAINST BUYER ARISING FROM SUCH MATERIAL DEFAULT. THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SAID SUM SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, SELLER’S SOLE AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, EXCLUSIVE REMEDY IN THE EVENT BUYER OBJECTS TOOF BUYER’S MATERIAL DEFAULT, FAILS TO COOPERATE WITH THE EXCLUSION OF ANY OTHER LEGAL OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWEQUITABLE REMEDY, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW INCLUDING NOT ONLY DAMAGES, BUT ALSO SPECIFIC PERFORMANCE OR IN EQUITYINJUNCTIVE RELIEF. SELLER'S INITIALS BUYER'S INITIALS /s/ RDG /s/ MB ______________ ___________ BUYER’S INITIALS SELLER’S INITIALS

Liquidated Damages. THE PARTIES HAVE DISCUSSED BY PLACING THEIR INITIALS BELOW THIS PROVISION, PURCHASER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT THAT; (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III1) IN THE EVENT OF A DEFAULT BY PURCHASER IN THE PERFORMANCE OF PURCHASER'S OBLIGATION TO TIMELY CLOSE ESCROW (AND EXCLUDING DEFAULTS OF PURCHASER'S INDEMNITY OBLIGATIONS AND ANY OTHER DEFAULTS NOT EXPRESSLY STATED TO BE SUBJECT TO THIS SECTION 2.2), SELLER'S SOLE REMEDY FOR SUCH BREACHDEFAULT SHALL BE TERMINATION OF THIS AGREEMENT AND RETENTION OF ALL CASH PAYMENTS MADE PRIOR TO SUCH DEFAULT BY PURCHASER; (2) RETENTION BY SELLER OF CASH PAYMENTS MADE BY PURCHASER SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT SHALL, INSTEAD, CONSTITUTE LIQUIDATED DAMAGES TO SELLER; (3) WITHOUT LIMITING THE GENERALITY OF CLAUSE (1), SELLER SHALL HEREWITH EXPRESSLY WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR ANY OTHER REMEDY FOR A DEFAULT COVERED BY THIS SECTION 2.2; (4) IT WOULD BE ENTITLED IMPRACTICAL OR EXTREMELY DIFFICULT TO RETAIN FIX ACTUAL DAMAGES IN CASE OF A DEFAULT COVERED BY THIS SECTION 2.2; (5) THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT AMOUNT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTHAS BEEN EXPRESSLY AND PARTICULARLY NEGOTIATED BY PURCHASER AND SELLER; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D6) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SUCH AMOUNT IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THE AGREEMENT WAS MADE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Purchaser's Initials GS Seller's Initials DB

Liquidated Damages. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE THIS AGREEMENT IS TERMINATED BY SELLER IF UNDER SECTION 14.22(c) HEREOF, AND SELLER HAS OTHERWISE SATISFIED ALL MATERIAL CONDITIONS REQUIRED TO BE SATISFIED BY SELLER ON OR BEFORE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED DATE OF SUCH TERMINATION, ESCROW HOLDER SHALL PAY TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF SELLER THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) AND SELLER SHALL RETAIN SUCH AMOUNT AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH LIQUIDATED DAMAGES, (III) . THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SELLER SHALL BE ENTITLED TO RETAIN BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT (PLUS INTEREST) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. THE PARTIES FURTHER ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES HAVE BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN CONSIDERATION THE EVENT THAT THE SALE OF THE PAYMENT PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF SUCH LIQUIDATED DAMAGESA DEFAULT HEREUNDER ON THE PART OF BUYER, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORPROVIDED THAT: (A) CLAIMS FOR THE RETURN FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS OR OTHER DELIVERY REMEDIES WITH RESPECT TO (1) THE OBLIGATIONS OF DOCUMENTS IN CONNECTION WITH BUYER UNDER SECTIONS 5.2, 14.2(b), 14.9,AND 14.11 HEREOF AND (2) THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT; AND (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON BUYER SHALL ALSO BE RESPONSIBLE FOR THE PAYMENT OF ALL TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, COMPANY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ESCROW CANCELLATION CHARGES.

Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 18.1 LIMIT THE EVENT DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, BUYER OBJECTS TOAND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________TIME THIS AGREEMENT WAS EXECUTED.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF, UPON SATISFACTION OF THE DAMAGES THAT WOULD CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE THE PROPERTY, BUYER DEFAULT IN ITS OBLIGATION TO PURCHASE THE PROPERTY FROM SELLERS IN ACCORDANCE WITH THIS AGREEMENT, ESCROW HOLDER SHALL BE SUFFERED INSTRUCTED BY SELLER IF SELLERS TO CANCEL THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW, SELLERS SHALL THEREUPON BE RELEASED FROM SELLERS’ OBLIGATIONS HEREUNDER, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) AS LIQUIDATED DAMAGES IN THE AMOUNT OF HEREUNDER, THE DEPOSIT (DEFINED IN SECTION 4.1) AND ALL INTEREST ACCRUED THEREON WHILE IN ESCROW SHALL BE PAID TO AND RETAINED BY SELLERS AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH LIQUIDATED DAMAGES, (III) SUBJECT TO THIS SECTION BELOW. IN SUCH EVENT, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SELLER BY PLACING THEIR SIGNATURES OR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT (DEFINED IN SECTION4.1) AND INTEREST ACCRUED THEREON WHILE IN ESCROW AND THE ACTUAL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS REASONABLE LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF, CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677 AND ANY OTHER APPLICABLE LAW, AND SHALL CONSTITUTE SELLERS’ EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER (EXCEPT AS TO THE SURVIVING OBLIGATIONS AS DEFINED IN THIS SECTION BELOW, WHICH SHALL BE ENTITLED SUBJECT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, TERMS AND (IV) IN CONSIDERATION CONDITIONS OF THIS SECTION BELOW). THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PARTIES SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 4.4 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND ARE NOT INTENDED TO LIMIT THE REMEDIES OF SELLERS FOR ANY DEFAULT BY BUYER OF ANY OBLIGATIONS THAT, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT BY THE EXPRESS TERMS OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND ARE INTENDED TO SURVIVE THE TERMINATION OF THIS AGREEMENT (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT OTHER THAN SELLERS’ RIGHTS AGAINST BUYER FOR DEFAULTING UPON AN OBLIGATION TO CLAUSES (A) THROUGH (CPURCHASE THE PROPERTY). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES BUYER’S INITIALS BUILDING SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. ’S INITIALS PARKING LOT SELLER'S INITIALS BUYER'S INITIALS __________ __________’S INITIALS

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF ALL OF THE DAMAGES THAT WOULD CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY BUYER AND IF BUYER SHOULD FAIL TO CONSUMMATE THIS TRANSACTION FOR ANY REASON OTHER THAN SELLER’S DEFAULT, FAILURE OF A CONDITION TO BUYER’S OBLIGATION TO CLOSE, OR THE EXERCISE BY BUYER OF AN EXPRESS RIGHT OF TERMINATION GRANTED HEREIN, SELLER’S SOLE REMEDY IN SUCH EVENT SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TO TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF RETAIN THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH LIQUIDATED DAMAGES, (III) SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, SELLER SHALL BE ENTITLED TO RETAIN AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF THE DEPOSIT AS SUCH BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN CALIFORNIA CIVIL CODE OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ANY SIMILAR PROVISION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________JPM MEJ JDM

Liquidated Damages. SELLER WAIVES THE PARTIES HAVE DISCUSSED AND NEGOTIATED RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT. IN GOOD FAITH THE QUESTION EVENT THE CLOSING FAILS TO OCCUR BY REASON OF BUYER'S DEFAULT AFTER THE END OF THE DAMAGES INSPECTION PERIOD, SELLER AND BUYER AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, SELLER AND BUYER EACH RECOGNIZE AND AGREE THAT IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT AND IT WOULD BE REASONABLE TO AWARD SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT MADE BY BUYER; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE XXXXXXX MONEY DEPOSIT EXCEEDS FIVE PERCENT (AS IT MAY 5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE INCREASED FROM TIME RETURNED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE BUYER UPON SELLER'S EXERCISE OF SUCH DAMAGES, (III) REMEDY. THE PARTIES ACKNOWLEDGE THAT THIS PROVISION IS INTENDED TO SATISFY THE REQUIREMENTS OF RCW 64.04.005(1)(a); IS NOT TO BE CONSTRUED TO BE A LIMITATION UPON ANY RIGHT OR REMEDY AVAILABLE TO SELLER IN THE EVENT OF ANY OTHER DEFAULT OR INDEMNITY ON THE PART OF BUYER UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT; AND DOES NOT AFFECT SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES IN ANY ACTION COMMENCED WITH RESPECT TO THIS AGREEMENT. BOTH PARTIES AGREE THAT SUCH BREACHAMOUNT STATED AS LIQUIDATED DAMAGES IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN THE EVENT OF BUYER'S DEFAULT AND SUCH AMOUNT SHALL BE IN LIEU OF ANY OTHER MONETARY OR EQUITABLE RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT OR BY OPERATION OF LAW. ACCORDINGLY, SELLER SHALL BE ENTITLED TO RETAIN SUCH AMOUNT AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT AND FAILURE TO COMPLETE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION PURCHASE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PROPERTY AS PROVIDED HEREIN. BUYER'S REFUSAL TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT CLOSE BECAUSE OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREJECTION OF THE PROJECT PRIOR TO THE END OF THE INSPECTION PERIOD FOR ANY REASON, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY OR FOR NO REASON WHATSOEVER, SHALL NOT BE A DEFAULT. SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING HEREBY AGREES THAT LIQUIDATED MONETARY DAMAGES, AS STIPULATED HEREINABOVE, SHALL BE THE FOREGOING, SOLE REMEDY OF SELLER IN THE EVENT OF A DEFAULT BY BUYER OBJECTS TO, FAILS AND SELLER HEREBY WAIVES ANY RIGHT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SPECIFIC PERFORMANCE OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________OBLIGATIONS HEREUNDER. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] ----------------- ------------------ Buyer's Initials Seller's Initials -30-

Liquidated Damages. PRIOR TO ENTERING INTO THIS TRANSACTION, BUYER AND SELLER HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT BUYER SHALL FAIL TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES HAVE DISCUSSED BELIEVE THAT IT WOULD BE EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES EVENT OF BUYER'S NONPERFORMANCE OF ITS OBLIGATION UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY AND HAVE ENDEAVORED CLOSE THE ESCROW. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF BUYER'S NONPERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY, HEREBY AGREE THAT (I) SUCH THE REASONABLE ESTIMATE OF SAID DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN IS THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME DEPOSITS ACTUALLY DELIVERED TO TIME) ARE ESCROW HOLDER, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF BUYER'S FAILURE TO PERFORM ITS OBLIGATION UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY AND CLOSE THE ESCROW, SO LONG AS SUCH BREACHFAILURE IS NOT CAUSED BY SELLER, SELLER SHALL SHALL, AS ITS SOLE REMEDY, BE ENTITLED TO RETAIN THE DEPOSIT AMOUNT OF THE DEPOSITS ACTUALLY DELIVERED TO ESCROW HOLDER AS LIQUIDATED DAMAGES. SAID AMOUNT HAS BEEN DETERMINED WITH REFERENCE BY THE PARTIES TO THE ABOVE CONSIDERATIONS IN ESTABLISHING A REASONABLE SUM AS LIQUIDATED DAMAGES. THE RIGHT TO RECEIVE SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR SELLER'S SOLE REMEDY IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT EVENT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, FAILURE TO PURCHASE THE PROPERTY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE CLOSE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT, THEN IN ANY SUCH EVENT, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE PARTIES HAVE DISCUSSED ESCROW AND NEGOTIATED IN GOOD FAITH SELLER SHALL THEREUPON BE RELEASED FROM SELLER’S OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT BASED UPON THE QUESTION OF THE DAMAGES THAT CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGE BY REASON OF BUYER’S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW, “LIQUIDATED DAMAGES” EQUAL TO (I) THE AMOUNT REPRESENTED BY THE DEPOSIT (AS DEFINED IN THIS AGREEMENT) PLUS ANY AND ALL ACCRUED INTEREST THEREON, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME ANY AND ALL REASONABLE ATTORNEYS’ FEES AND OTHER COSTS INCURRED BY SELLER PURSUANT TO TIME) ARE PARAGRAPH 20 HEREOF AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHANY AND ALL AMOUNTS FOR WHICH BUYER HAS INDEMNIFIED SELLER HEREIN. THEREFORE, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE IF BUYER COMMITS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS DEFAULT UNDER THIS AGREEMENT, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY OVER TO SELLER THE DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, AND (D) ATTORNEYS' FEES SELLER SHALL BE RELIEVED FROM ALL OBLIGATIONS AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGLIABILITIES HEREUNDER, IN THE EVENT BUYER OBJECTS TOAND, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PROMPTLY FOLLOWING ESCROW HOLDER’S RECEIPT OF THE DEPOSIT OUT OF SUCH INSTRUCTION, ESCROW HOLDER SHALL CANCEL THE ESCROW, . SELLER SHALL AND BUYER ACKNOWLEDGE THAT THEY HAVE ALL READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH 15 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT SELLER WILL ------------------ SUFFER SUBSTANTIAL DAMAGES IF BUYER FAILS TO COMPLETE THE QUESTION PURCHASE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR ANY REASON, OTHER THAN NONSATISFACTION OF THE CONDITIONS SET FORTH IN SECTIONS 5.2 AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES5.3 (TIMELY RAISED) OR A DEFAULT BY SELLER. THEY AGREE GIVEN FLUCTUATIONS IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES REALIZE THAT (I) SUCH DAMAGES ARE AND IT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL, IF NOT IMPOSSIBLE, TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE ACTUAL AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER'S DAMAGES IN THE EVENT OF SUCH BREACHFAILURE TO PERFORM BY BUYER. THEREFORE, SELLER SHALL BE ENTITLED TO RETAIN THE PARTIES HEREBY AGREE THAT THE $100,000.00 DEPOSIT AS PLUS INTEREST EARNED THEREON REPRESENTS A REASONABLE ESTIMATE OF SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE PAYMENT EXECUTION OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY THAT SELLER INCIDENT SHALL HAVE THE RIGHT TO CLAUSES (A) THROUGH (C)RETAIN THE FULL AMOUNT OF THE DEPOSIT [PLUS INTEREST EARNED THEREON] AS LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, AS SELLER'S SOLE RIGHT TO DAMAGES AS A RESULT OF BUYER'S DEFAULT. SELLER WAIVES ALL RIGHTS SELLER OTHERWISE MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IN THIS SECTION SHALL NOT LIMIT OR LIQUIDATE ANY OBLIGATIONS OR LIABILITIES OF BUYER PURSUANT TO SECTION 7.1. BY SIGNING THEIR INITIALS BELOW, EACH PARTY CONFIRMS ITS CONSENT TO AND AGREEMENT WITH THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PROVISIONS OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS THIS PARAGRAPH: ______________________ ______________________ Seller's Initials Buyer's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF, AFTER BUYER'S EXERCISE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE OPTION, BUYER BREACHES COMMITS A MATERIAL DEFAULT UNDER THIS AGREEMENT AND HAVE ENDEAVORED THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR BY REASON OF SUCH DAMAGESDEFAULT, THEN IN ANY SUCH EVENT, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. THEY AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (IIIN ADDITION TO SELLER'S RIGHT TO THE OPTION CONSIDERATION PURSUANT TO SECTION 1.9(iii) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHABOVE, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT OPTION CONSIDERATION AS SUCH LIQUIDATED DAMAGES, DAMAGES AND (IV) IN CONSIDERATION RECEIVE THE BENEFIT OF THE PAYMENT OTHER ITEMS DEFINED IN THIS SECTION 18.2. IF THE ESCROW AND THIS AGREEMENT ARE TERMINATED AS SET FORTH IN THIS SECTION, THE LEASE AND THE DEVELOPMENT MANAGEMENT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND BUYER SHALL STILL BE OBLIGATED UNDER THE TERMS OF SUCH THE LEASE AND THE DEVELOPMENT MANAGEMENT AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THE APPLICABLE FOREGOING AMOUNT OF LIQUIDATED DAMAGES, SELLER DAMAGES IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE DEEMED TO HAVE WAIVED ALL SELLER'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES RELIEF, RIGHT OR RELIEF REMEDY, AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING EQUITY, TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)DEFAULT. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF SECTIONS 18.1(i), (ii), (iii), (iv) (WITH RESPECT TO ANY FUNDS OF BUYER HELD BY ESCROW HOLDER IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL EXCESS OF THE DEPOSIT OUT OPTION CONSIDERATION) AND (v) SHALL APPLY. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THE ESCROWTHIS PARAGRAPH, SELLER SHALL WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE ALL HAD UNDER CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS SECTION 18.2 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller's Initials: /s/ Buyer's Initials: /s/ 18.3

Liquidated Damages. BUYER AND SELLER AGREE THAT IF, AFTER BUYER GIVES ITS NOTICE OF APPROVAL, BUYER DEFAULTS ON ITS OBLIGATION TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF CLOSING PURSUANT TO THIS AGREEMENT, THE DAMAGES THAT TO SELLER WOULD BE SUFFERED BY DIFFICULT AND IMPRACTICAL TO DETERMINE. ACCORDINGLY, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED AGREED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) FIX AS LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (DEPOSIT, AND SELLER MAY RETAIN SUCH AMOUNT WITHOUT RESTRICTION AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION WHICH SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT. SELLER'S RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE PAYMENT OF SUCH CALIFORNIA CIVIL CODE. XXXXXX AGREES THAT THESE LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES OR MONETARY RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLERTHE LIMITATIONS CONTAINED IN THIS SECTION SHALL NOT APPLY TO ANY INDEMNITY OBLIGATIONS CONTAINED IN THIS AGREEMENT, NOR TO ANY CLAIM FOR COSTS OR ATTORNEY'S INITIALS BUYER'S INITIALS __________ __________FEES UNDER SECTION 26. BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS PARAGRAPH IN THE APPROPRIATE SPACES PROVIDED BELOW: Buyer's Initials Seller's Initials

Liquidated Damages. IN THE EVENT THAT THE TRANSACTIONS CONTEMPLATED HEREUNDER SHALL FAIL TO CLOSE BECAUSE OF (A) THE BREACH BY BUYER OF ITS MATERIAL REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER, OR (B) THE CONDITIONS PRECEDENT SET FORTH IN PARAGRAPHS 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 OR 10.9 HAVE NOT BEEN SATISFIED BY BUYER OR WAIVED BY SELLER, THEN BUYER SHALL BE IN DEFAULT, SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATION TO SELL THE TRANSFERRED ASSETS TO BUYER. THE PARTIES HAVE DISCUSSED HEREBY EXPRESSLY AGREE THAT SELLER SHALL RECEIVE AS SELLER'S LIQUIDATED DAMAGES AN AMOUNT EQUAL TO THE EXCLUSIVITY FEE AND NEGOTIATED IN GOOD FAITH THE QUESTION PARTIES EXPRESSLY AGREE THAT BECAUSE THE PRECISE AMOUNT OF THE SELLER'S DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXCALCULATE ACCURATELY, (II) LIQUIDATED SUCH AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS ENTERED INTO. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE MADE A REASONABLE ENDEAVOR TO ESTIMATE THE ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND SELLER WOULD BE REASONABLE SUSTAIN AS A MEASURE RESULT OF SUCH DAMAGESBUYER'S DEFAULT. HOWEVER, (III) THE PROSPECTIVE IMPRACTICABILITY AND EXTREME DIFFICULTY OF FIXING SELLER'S ACTUAL DAMAGES HAS REQUIRED THE PARTIES TO ATTEMPT TO LIQUIDATE SELLER'S DAMAGES IN THE EVENT OF SUCH BREACHBUYER'S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESSINCE SELLER'S DAMAGES WILL RESULT FROM, AMONG OTHER THINGS, MARKET FLUCTUATION, SELLER'S COSTS AND EXPENSES OF THIS TRANSACTION (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESINCLUDING, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL WITHOUT LIMITATION, SELLER'S LEGAL AND OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR AGREEMENT AND PREPARING FOR THE CLOSING), AND LOSSES WHICH WOULD RESULT FROM SELLER HAVING REMOVED THE TRANSFERRED ASSETS FROM THE MARKET FOR ANY LENGTH OF TIME. NOTWITHSTANDING ANY OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT PROVISION HEREOF, RECEIPT OF LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT FAILURE TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING COMPLETE THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PURCHASE OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________TRANSFERRED ASSETS.

Liquidated Damages. THE PARTIES HERETO, BEFORE ENTERING THIS AGREEMENT, HAVE DISCUSSED AND NEGOTIATED BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLERS IN GOOD FAITH THE QUESTION EVENT THAT BUYER SHOULD FAIL TO COMPLETE THE PURCHASE OF SHARES ACCORDING TO THE TERMS OF THIS AGREEMENT. WITH THE FLUCTUATION IN VALUES, THE HIGHLY UNPREDICTABLE STATE OF THE ECONOMY, AND THE PERIOD OF TIME BETWEEN THIS AGREEMENT AND THE CLOSING OF THE TRANSACTION AND OTHER FACTORS WHICH DIRECTLY OR INDIRECTLY EFFECT THE VALUE OF THE SHARES AND THE CONTINUING OPERATIONS OF THE SELLERS, IT IS AGREED THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF SELLERS IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT OF BUYERS' FAILURE TO PURCHASE THE SHARES UNDER THE TERMS OF THIS AGREEMENT. BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SELLERS HAVING MADE A DILIGENT ENDEAVOR TO REASONABLY ESTIMATE SUCH DAMAGES. THEY ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN THE EVENT OF BUYER'S FAILURE TO PURCHASE THE SHARES, HEREBY AGREE THAT (I) SUCH THE REASONABLE ESTIMATE OF SAID DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN IS THE AMOUNT OF THE DEPOSIT (AS IT DOWN PAYMENT, PLUS ANY INTEREST WHICH MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) ACCRUE THEREON. IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE

Liquidated Damages. IF THE CLOSING IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER HEREUNDER, AND PURCHASER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT APPLY TO PURCHASER’S FAILURE TO CLOSE ON THE CLOSING DATE), THEN SELLER, AS ITS SOLE REMEDY, SHALL RETAIN THE XXXXXXX MONEY AND EXTENSION OPTION FEES (IF ANY) AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE PURCHASER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE DISCUSSED AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY AND NEGOTIATED IN GOOD FAITH THE QUESTION EXTENSION OPTION FEES IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY SELLER IF COUNSEL WHO EXPLAINED, AT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWAS MADE, (II) THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES IN PROVISION. THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME FOREGOING IS NOT INTENDED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLIMIT PURCHASER’S SURVIVING OBLIGATIONS, (III) IN THE EVENT OF SUCH BREACHINCLUDING BUT NOT LIMITED TO ITS INDEMNIFICATION OBLIGATIONS, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 15; AND BY ITS INITIALS IMMEDIATELY BELOW, AND IT AGREES TO BE BOUND BY THOSE PROVISIONS. /s/ JC /s/ GS ---------------- ----------------- Buyer's Initials Seller's Initials (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CIn order to comply with California Civil Code Section 1677, the above provision must be in at least 10-point bold type. The above provision is in 11-point bold type.). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. IF ESCROW FAILS TO CLOSE AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SOLE REMEDY OF THE DAMAGES THAT WOULD SELLER SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXESCROW AGENT, (II) LIQUIDATED DAMAGES IN WHEREUPON THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECEIVE THE DEPOSIT SUM TOTAL OF $1,000.00 FROM THE PURCHASER AS SUCH LIQUIDATED DAMAGESDAMAGES (AND, AND (IV) THE SELLER WAIVES ANY RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT SET FORTH IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESCALIFORNIA CIVIL CODE SECTION 1680 OR 3389). THEREAFTER, SELLER NO PARTY HERETO SHALL BE DEEMED HAVE ANY FURTHER LIABILITY OR OBLIGATION TO HAVE WAIVED ALL ANY OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, PARTY HERETO EXCEPT FOR: (Ai) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTSELLER’S RIGHT TO RECEIVE AND RETAIN SUCH LIQUIDATED DAMAGES; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (Dii) ATTORNEYS' THE OBLIGATION OF THE PARTIES TO PAY AMOUNTS INTO ESCROW TO PAY THE FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)OF ESCROW. NOTWITHSTANDING THE FOREGOING, PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE SELLER’S ACTUAL DAMAGES IN THE EVENT BUYER OBJECTS TOOF PURCHASER’S DEFAULT HEREUNDER ARE UNCERTAIN IN AMOUNT AND DIFFICULT TO ASCERTAIN, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT SUCH AMOUNT OF LIQUIDATED DAMAGES IS REASONABLE UNDER THE DEPOSIT OUT PROVISIONS OF THE ESCROWCALIFORNIA CIVIL CODE SECTION 1671 ET SEQ., SELLER SHALL HAVE CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING ON THE DATE HEREOF INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF POTENTIAL HARM TO THE SELLER AT LAW OR THAT CAN REASONABLY BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT WOULD BE COSTLY AND INCONVENIENT. BY PLACING ITS INITIALS IN EQUITYTHE SPACE BELOW, EACH PARTY HERETO SPECIFICALLY CONFIRMS THE ACCURACY OF THE FOREGOING AND THE FACT THAT SUCH PARTY HAS BEEN REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE PROVISIONS OF THIS SECTION 3(B) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller’s Initials Purchaser’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED SELLER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER BUYER AGREE THAT, IF THE CLOSING DOES NOT FAILS TO OCCUR IN ACCORDANCE WITH THIS AGREEMENT BECAUSE BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE DEPOSIT, FIRST EXTENSION DEPOSIT (IF ANY) AND SECOND EXTENSION DEPOSIT (DIF ANY) ATTORNEYS' FEES SHALL BE IMMEDIATELY PAID TO SELLER, AND COSTS INCURRED THE DEPOSIT, FIRST EXTENSION DEPOSIT AND SECOND EXTENSION DEPOSIT SHALL BE RETAINED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES AS LIQUIDATED DAMAGES AND NOT A PENALTY AND AS SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER SOLE REMEDY AT LAW OR IN EQUITY. SELLER'S INITIALS ; PROVIDED, HOWEVER, THAT THIS LIMITATION ON DAMAGES SHALL NOT BE APPLICABLE TO ANY OTHER BREACH OF THIS AGREEMENT BY BUYER OTHER THAN THE OBLIGATION TO PURCHASE THE PROPERTY, NOR LIMIT BUYER'S INITIALS __________ __________INDEMNITY OBLIGATIONS OR BUYER'S OBLIGATION TO PAY ATTORNEY'S FEES AS SET FORTH ELSEWHERE IN THIS AGREEMENT. SELLER AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT, FIRST EXTENSION DEPOSIT AND SECOND EXTENSION DEPOSIT ARE A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND, AS A RESULT THEREOF, THE CLOSING FAILS TO OCCUR IN ACCORDANCE WITH THIS AGREEMENT.

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT SELLER’S ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF PROPERTY FROM THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE DEPOSIT, EXCLUDING ANY INTEREST ACCRUED ON THE DEPOSIT (AS IT MAY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME INCURRED BY SELLER IN THE EVENT THE CLOSING FAILS TO TIME) ARE AND WOULD BE REASONABLE OCCUR AS A MEASURE RESULT OF SUCH DAMAGES, (III) A BREACH OR DEFAULT OF THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHBREACH OR DEFAULT BY BUYER OF BUYER’S OBLIGATIONS, SELLER SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE DEPOSIT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT THE CLOSING FAILS TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR OCCUR AS THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY ’S BREACH OR DEFAULT IN ITS OBLIGATIONS UNDER THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO (1) ANY BREACH BY BUYER OF ANY INDEMNIFICATION, AND DEFENSE OR HOLD HARMLESS OBLIGATION OR RESTORATION OBLIGATION OF BUYER UNDER THIS AGREEMENT, (D2) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT ANY BREACH OF BUYER’S OBLIGATION TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE DELIVER TO SELLER AT LAW BUYER’S WORK PRODUCT PURSUANT TO SECTION 12.16, OR IN EQUITY. SELLER'S INITIALS (3) ANY BREACH OF BUYER'S INITIALS __________ __________’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12.3

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 15; AND BY ITS INITIALS IMMEDIATELY BELOW, AND IT AGREES TO BE BOUND BY THOSE PROVISIONS. /s/ JC /s/ GS ------------------------ -------------------------- Buyer's Initials Seller's Initials (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CIn order to comply with California Civil Code Section 1677, the above provision must be in at least 10-point bold type. The above provision is in 11-point bold type.). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY OF BUYER’S CONDITIONS PRECEDENT OR SELLER’S DEFAULT HEREUNDER AND BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY SHALL RETURN ANY DEPOSIT TOGETHER WITH ACCRUED INTEREST THEREON TO BUYER, AND BUYER SHALL BE ENTITLED TO RETAIN SUCH SUM AS LIQUIDATED DAMAGES THAT WOULD BE SUFFERED BY SELLER AS ITS SOLE AND EXCLUSIVE REMEDY. IF THE CLOSING DOES SALE IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT CONSUMMATED DUE TO THE FAILURE OF ANY OF SELLER’S CONDITIONS PRECEDENT OR BUYER’S DEFAULT HEREUNDER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXSELLER IS NOT THEN IN DEFAULT, (II) LIQUIDATED DAMAGES IN THEN THE AMOUNT OF TITLE COMPANY SHALL DELIVER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TOGETHER WITH ACCRUED INTEREST THEREON TO TIME) ARE SELLER, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN SUCH SUM AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE DEPOSIT AS SUCH LIQUIDATED PARTIES HAVE AGREED THAT SELLER ‘S ACTUAL DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TOOF A FAILURE TO CONSUMMATE THIS SALE AS SPECIFIED IN THE PRECEDING SENTENCE, FAILS WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT OUT TOGETHER WITH ACCRUED INTEREST THEREON IS A REASONABLE ESTIMATE OF THE ESCROWDAMAGES THAT SELLER WOULD INCUR IN SUCH AN EVENT. BY PLACING THEIR RESPECTIVE INITIALS BELOW, SELLER SHALL HAVE ALL EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE STATEMENTS MADE ABOVE AND ACKNOWLEDGES THEIR RIGHT TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________OBTAIN INDEPENDENT LEGAL ADVICE TO EXPLAIN THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BY REASON OF DEFAULT OF BUYER BREACHES UNDER THE TERMS OF THIS AGREEMENT, BUYER SHALL BE RESPONSIBLE FOR ALL CANCELLATION CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER AND ANY ESCROW CHARGES. IN ADDITION, THIS AGREEMENT AND HAVE ENDEAVORED THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL TERMINATE AND THE DEPOSIT SHALL BE IMMEDIATELY DELIVERED BY ESCROW HOLDER TO REASONABLY SELLER ON SELLER'S REQUEST. THE DEPOSIT SHALL BE DEEMED LIQUIDATED DAMAGES FOR BUYER'S FAILURE TO ACQUIRE THE PROPERTY AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER (INCLUDING, WITHOUT LIMITATION, SELLER'S RIGHTS TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND TO RECEIVE DAMAGES FOR FAILURE TO ACQUIRE THE PROPERTY) WHICH SUM SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE SUCH DAMAGESOF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BY REASON OF BUYER'S BREACH OF ITS OBLIGATION TO ACQUIRE THE PROPERTY. THEY AGREE THAT (I) SUCH DAMAGES ARE FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN, (II) SHOULD BUYER BREACH ANY OF ITS OBLIGATIONS. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE PROPERTY IS UNIQUE. GIVEN THE FOREGOING, AMONG OTHERS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHBREACH BY BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESNOTWITHSTANDING ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR HEREIN CONTAINED IMPLYING ANY CONTRARY INTENT, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING HEREIN SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER'S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT FOR BREACH OF ANY OTHER OBLIGATION OF BUYER HEREUNDER (OTHER THAN ITS OBLIGATION TO ACQUIRE THE FAILURE OF THE CLOSING TO OCCURPROPERTY), EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT INCLUDING INDEMNITY OBLIGATIONS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) OR FOR ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, AS PROVIDED IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SECTION 1.14.

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES PROPERTY AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF BUYER, IT IS AGREED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES INITIAL DEPOSIT IN THE AMOUNT OF $50,000.00 (AND IF MADE, THE SECOND DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT AMOUNT OF SUCH BREACH, AN ADDITIONAL $50,000.00) AND ALL INTEREST THEREON SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO RETAIN SUCH DEPOSIT(S), WHICH AMOUNT(S) SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH BREACH. IT IS AGREED THAT SAID AMOUNT(S) CONSTITUTE A REASONABLE ESTIMATE OF THE DEPOSIT AS DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET.SEQ. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER'S FAILURE TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE SELLER'S RIGHTS FOR SUCH LIQUIDATED DAMAGESBREACH. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS PROVISION, BUYER AND (IV) SELLER AGREE TO EXECUTE THE SAME. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT (INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE ss. 3389 AND 1680) RESULTING FROM BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE FAILURE OF THE CLOSING PROPERTY. THIS PROVISION SHALL NOT APPLY TO OCCUR, EXCEPT FOR: (A) CLAIMS OR AFFECT SELLER'S RIGHTS OR REMEDIES FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BREACH OF ANY OTHER OBLIGATION UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS INCLUDING WITHOUT LIMITATION BUYER'S INDEMNITY OBLIGATIONS. THE PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS ____BELOW: BUYER ______ SELLER __________

Liquidated Damages. IF BUYER DEFAULTS HEREUNDER BY FAILING TO TIMELY CLOSE ESCROW, SELLER SHALL BE RELIEVED OF ANY OBLIGATION TO SELL THE PARTIES HAVE DISCUSSED PROPERTY TO BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, WHICH AMOUNT SHALL BE DISBURSED BY ESCROW HOLDER TO SELLER IMMEDIATELY UPON DEMAND WITHOUT THE REQUIREMENT OF BUYER’S APPROVAL OR SIGNATURE. BUYER AND (IV) SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN CONSIDERATION THE CASE OF BUYER’S DEFAULT AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IN SUCH EVENT. ESCROW HOLDER IS HEREBY RELIEVED OF LIABILITY FOR SO RELEASING THE DEPOSIT TO SELLER. IF BUYER ATTEMPTS TO INTERFERE WITH THE RELEASE OF THE PAYMENT DEPOSIT TO SELLER, OR COMMENCES ANY ACTION AGAINST SELLER OR THE PROPERTY ARISING OUT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THEN SELLER SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM BUYER. SUCH LIQUIDATED DAMAGES SHALL BE IN ADDITION TO, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SHALL NOT LIMIT OR SUPERSEDE, ANY INDEMNITY OBLIGATIONS OF BUYER TO SELLER INCIDENT UNDER THIS AGREEMENT OR ANY OBLIGATIONS OF BUYER TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PAY ESCROW HOLDER’S CANCELLATION CHARGES IN THE EVENT OF BUYER’S DEFAULT. BUYER OBJECTS TO, FAILS AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND HEREBY EVIDENCE THEIR SPECIFIC AGREEMENT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE TERMS OF THIS SECTION BY PLACING THEIR INITIALS IN THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PLACE PROVIDED BELOW.

Liquidated Damages. SUBJECT TO BUYER'S RIGHT TO HAVE THE PARTIES HAVE DISCUSSED ------------------ DEPOSIT RETURNED AS SET FORTH IN PARAGRAPH 3(a) OF THIS AGREEMENT, IF THE CLOSE OF ESCROW FAILS TO OCCUR FOR ANY REASON OTHER THAN SELLER'S DEFAULT HEREUNDER, THEN ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND NEGOTIATED IN GOOD FAITH SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT BASED UPON THE QUESTION OF THE DAMAGES THAT CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGE BY REASON OF THE FAILURE OF ESCROW TO CLOSE AS AFORESAID. ACCORDINGLY, (II) BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES DAMAGES" IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME AND OWNERSHIP AND POSSESSION OF THE PLANS AND REPORTS PURSUANT TO TIME) PARAGRAPH 24 BELOW. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT AND THE PLANS AND REPORTS ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER LIQUIDATED DAMAGES AND SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SOLE AND EXCLUSIVE REMEDY IN LIEU OF THE DEPOSIT OUT OF THE ESCROWANY OTHER RELIEF, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF THE FAILURE OF ESCROW TO CLOSE UNDER THIS AGREEMENT. ACCORDINGLY, SUBJECT TO PARAGRAPH 3(a) OF THIS AGREEMENT, IF THE CLOSE OF ESCROW FAILS TO OCCUR FOR ANY REASON OTHER THAN SELLER'S INITIALS DEFAULT, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON SELLER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER, AND, PROMPTLY FOLLOWING ESCROW HOLDER'S RECEIPT OF SUCH INSTRUCTION, ESCROW HOLDER SHALL (i) CANCEL THE ESCROW, AND (ii) DISBURSE TO SELLER THE DEPOSIT. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, SELLER WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE HAD UNDER CALIFORNIA CIVIL CODE SECTION 3389, OR OTHERWISE, TO SPECIFICALLY ENFORCE THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN NO EVENT SHALL BUYER'S OBLIGATION TO INDEMNIFY SELLER PURSUANT TO PARAGRAPH 7(a)(iii) ABOVE BE LIMITED IN ANY MANNER. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 15 AND BY THEIR INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. -38- -------------------------------- ------------------------------ Seller's Initials Buyer's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials -------------------------------- Seller's Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF DEFAULT OF TRANSFEREE IN THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AGREEMENT, TRANSFEREE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY TRANSFEROR AGREE THAT (I) SUCH TRANSFEROR’S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) TRANSFEROR, AS TRANSFEROR’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF FIVE MILLION DOLLARS ($5,000,000.00) (THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) “LIQUIDATED AMOUNT”). IN THE EVENT THAT THE ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHTRANSFEREE’S DEFAULT, SELLER THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF TRANSFEREE AND TRANSFEROR HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO TRANSFEREE AND TRANSFEROR ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (C) TRANSFEREE SHALL IMMEDIATELY DELIVER THE LIQUIDATED AMOUNT TO TRANSFEROR, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVD) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO TRANSFEREE. FOR PURPOSES OF THIS SECTION 12.1, A BREACH SHALL RESULT IN CONSIDERATION DEFAULT ONLY AFTER WRITTEN NOTICE OF THE PAYMENT BREACH IS GIVEN TO TRANSFEREE AND ONLY IF SUCH BREACH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS THEREAFTER. TRANSFEROR AND TRANSFEREE ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF SUCH LIQUIDATED DAMAGESTHIS SECTION 12.1, SELLER AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE PROVISIONS OF THIS SECTION 12.1 SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT SURVIVE THE TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Transferor’s Initials Transferee’s Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE ON OR BEFORE THE SCHEDULED CLOSING DATE BY REASON OF A BUYER BREACHES DEFAULT, THEN THIS AGREEMENT AND HAVE ENDEAVORED THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL TERMINATE AND THE DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE RELEASED TO REASONABLY SELLER. IN ADDITION, BUYER SHALL BE RESPONSIBLE FOR ALL ESCROW CANCELLATION AND OTHER CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER. IN THE EVENT OF ANY SUCH DEFAULT BY BUYER, THE DEPOSIT SHALL BE DEEMED LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER WHICH SUM SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BY REASON OF SUCH DAMAGESBUYER DEFAULT. THEY AGREE THAT (I) SUCH DAMAGES ARE FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN, (II) SHOULD A BUYER DEFAULT OCCUR. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE PROPERTY IS UNIQUE. BASED ON THE FOREGOING AND OTHER CONSIDERATIONS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHA BUYER DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESNOTWITHSTANDING ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR HEREIN CONTAINED IMPLYING ANY CONTRARY INTENT, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER COLORADO LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL PURSUANT TO SUCH LAW. NOTHING HEREIN SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTIONS 3.3 AND 8.8 ABOVE OR FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SELLER’S RIGHT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)AS PROVIDED IN SECTION 12.13 BELOW. NOTWITHSTANDING THE FOREGOINGNotwithstanding anything to the contrary contained in this Agreement, IN THE EVENT BUYER OBJECTS TOneither Buyer nor Seller shall have any liability to the other under any circumstances for any damages, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWincluding, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYwithout limitation, consequential or punitive damages or damages suffered as a result of the other party’s failure to timely complete a tax-deferred exchange. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials DD Seller’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER, SELLER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT OPERATOR ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH IN THE EVENT BUYER DEFAULTS UNDER THIS AGREEMENT, SELLER AND OPERATOR WILL SUFFER DAMAGES ARE AND IN AN AMOUNT WHICH WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. BUYER, (II) LIQUIDATED DAMAGES IN SELLER AND OPERATOR, AFTER DUE NEGOTIATION, ACKNOWLEDGE AND AGREE THAT THE AMOUNT DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER. BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, OPERATOR AGREE THAT SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGOPERATOR MAY, IN THE EVENT OF A BUYER OBJECTS TODEFAULT, FAILS TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF BUYER AND ESCROW HOLDER, CANCEL THE ESCROW, AND ESCROW HOLDER SHALL PAY TO SELLER THE DEPOSIT OUT (INCLUDING ALL INTEREST THEREON) AS LIQUIDATED DAMAGES. FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF THE ESCROW, AND THE PAYMENT OF THE DEPOSIT TO SELLER SHALL HAVE PURSUANT TO THIS ARTICLE 14, EXCEPT FOR BUYER’S OBLIGATIONS UNDER SECTIONS 11.8, 15.3 AND 15.13, ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHTS AND OBLIGATIONS OF BUYER, SELLER AND OPERATOR UNDER THIS AGREEMENT SHALL BE TERMINATED. BUYER, SELLER AND OPERATOR ACKNOWLEDGE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS OF THIS ARTICLE 14, AND BY THEIR INITIALS IMMEDIATELY BELOW BUYER AND SELLER AGREE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________BE BOUND BY THESE TERMS AND PROVISIONS.

Liquidated Damages. FROM AND AFTER THE EFFECTIVE DATE, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT OF THE DEPOSIT) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 12.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY IN LAW OR IN EQUITY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE DUE TO THE DEFAULT OF BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH FAILURE OF THE SALE TO REASONABLY ESTIMATE CLOSE. SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT RECOVERY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME BY SELLER IS INTENDED TO TIME) ARE CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND WOULD BE REASONABLE AS A MEASURE 1677 OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 12 LIMIT THE EVENT DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 12.1 BELOW, BUYER OBJECTS TOAND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE TIME THIS AGREEMENT WAS EXECUTED. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE SUM CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER AT LAW THAT REASONABLY COULD BE ANTICIPATED, AND THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY AND EXTREMELY DIFFICULT OR IN EQUITYIMPRACTICABLE. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s initials Buyer’s initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, ACTUAL DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THEREFORE, AGREE THAT THE BID SECURITY AND THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT AND EXTENSION FEE(S), IF ANY, PAID HEREUNDER SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE. BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON SUCH BREACHBREACH OR DEFAULT BY BUYER, TO RELEASE SAID PAYMENT(S) AND ACCRUED INTEREST THEREON TO SELLER SHOULD ESCROW HOLDER THEN BE IN POSSESSION THEREOF. THE FOREGOING PROVISION SHALL IN NO WAY LIMIT OR IMPAIR SELLER’S RIGHT OR ABILITY TO RECOVER FROM BUYER ATTORNEY’S FEES TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR ANY SUMS WHICH MAY BECOME DUE TO RETAIN SELLER BASED UPON ANY INDEMNITY PROVIDED BY SELLER PURSUANT TO THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION TERMS OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Date Date

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 22; AND BY ITS INITIALS IMMEDIATELY BELOW, AND (D) ATTORNEYS' FEES AND COSTS INCURRED IT AGREES TO BE BOUND BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THOSE PROVISIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ JC /s/ JLS ---------------------- ------------------------ Buyer's Initials Seller's Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES AS PROVIDED AND SELLER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 9.1(b) ABOVE, BUYER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE IT WOULD BE IMPRACTICAL AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXESTIMATE THE DAMAGES WHICH THE SELLER MAY SUFFER. THEREFORE, (II) LIQUIDATED DAMAGES IN THE AMOUNT BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND TOTAL DAMAGES THAT SELLER WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SUFFER IN THE EVENT THE BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE ACQUIRED ASSETS IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT, SUCH BREACH, SELLER AMOUNT SHALL BE ENTITLED THE FULL AGREED AND LIQUIDATED DAMAGES FOR THE FAILURE OF BUYER TO RETAIN CONSUMMATE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED TRANSACTION CONTEMPLATED HEREBY. ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS REMEDIES IN CONNECTION WITH BUYER’S DEFAULT ARE HEREBY EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON SUCH BUYER DEFAULT, THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED OF BUYER'S INDEMNITY ALL FURTHER OBLIGATIONS UNDER THIS AGREEMENTAND LIABILITIES HEREUNDER, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER INCIDENT TO CLAUSES (A) THROUGH (C)WAIVES CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ ____________Seller’s Initials ____________Buyer’s Initials

Liquidated Damages. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT BUYER DEFAULTS AFTER THE QUESTION EXPIRATION OF THE DUE DILIGENCE PERIOD ON ITS OBLIGATIONS UNDER THIS AGREEMENT, SELLER WILL SUFFER DAMAGES THAT WOULD IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, (II) LIQUIDATED DAMAGES BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE AMOUNT EVENT BUYER DEFAULTS AFTER THE EXPIRATION OF THE DEPOSIT (AS IT DUE DILIGENCE PERIOD ON ITS OBLIGATIONS UNDER THE AGREEMENT, AND BUYER WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) HAVE IN THE EVENT OF SUCH BREACHA DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT, AS THE SAME EXISTS FROM TIME TO TIME UNDER THIS AGREEMENT, REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER SHALL BE ENTITLED WILL SUSTAIN IN THE EVENT OF SUCH A DEFAULT BY BUYER. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT OF A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW, AND RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES. FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF THE ESCROW, AND (IV) IN CONSIDERATION RETENTION OF THE PAYMENT DEPOSIT AS LIQUIDATED DAMAGES PURSUANT TO THIS ARTICLE 11, ALL OF SUCH LIQUIDATED DAMAGES, THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER UNDER THIS AGREEMENT SHALL BE DEEMED TO HAVE WAIVED TERMINATED. SELLER HEREBY AGREES THAT ITS RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER UPON THE OCCURRENCE OF A BUYER DEFAULT, AND SELLER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT RIGHTS AND REMEDIES SELLER MAY HAVE BY LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A BUYER OBJECTS TODEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS OF THIS ARTICLE 11 AND BY THEIR INITIALS IMMEDIATELY BELOW, FAILS BUYER AND SELLER HEREBY AGREE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYBE BOUND BY THESE TERMS AND PROVISIONS. /s/ CGB ----------------- ------------------- SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS

Liquidated Damages. IF ASSOCIATES EXERCISES THE PARTIES HAVE DISCUSSED OPTION AND NEGOTIATED THEREAFTER COMMITS A DEFAULT UNDER THIS AGREEMENT WHICH RESULTS IN GOOD FAITH THE QUESTION FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE DAMAGES FINAL CLOSING DATE ("CLOSING DATE BREACH"), THEN IN SUCH EVENT WJ SHALL THEREUPON BE RELEASED FROM ALL OBLIGATIONS UNDER THIS AGREEMENT. WJ SHALL RETAIN ANY AND ALL CASH OPTION CONSIDERATION THERETOFORE PAID TO WJ AND THE LONG TERM AMENDMENT TO LEASE SHALL REMAIN IN FULL FORCE AND EFFECT. ASSOCIATES AND WJ AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH WJ'S DAMAGE BY REASON OF A CLOSING DATE BREACH BY ASSOCIATES. ACCORDINGLY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ASSOCIATES AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) WJ AGREE THAT IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE A CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS DATE BREACH UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME THAT AS "LIQUIDATED DAMAGES" AND (DAS WJ'S SOLE AND EXCLUSIVE REMEDY HEREUNDER, WJ RETAIN ALL CASH OPTION CONSIDERATION THERETOFORE PAID TO WJ AND THAT THE LONG TERM AMENDMENT TO LEASE REMAIN IN FULL FORCE AND EFFECT. NOTHING IN THIS PARAGRAPH 15 SHALL BE CONSTRUED TO CONFER UPON ASSOCIATES OR MORRCO ANY RIGHT TO IMPLEMENT THE SHORT TERM AMENDMENT TO LEASE OR TO ACQUIRE ANY INTEREST IN THE PROPERTY PRIOR TO THE EXERCISE OF THE OPTION IN THE MANNER PRESCRIBED BY SECTION 2 HEREOF, OR TO OBLIGATE WJ TO RETURN TO ASSOCIATES ANY OF THE CASH OPTION CONSIDERATION EITHER BEFORE OR AFTER THE EXERCISE OF THE OPTION BY ASSOCIATES. NOTHING CONTAINED IN THIS SECTION SHALL SERVE TO WAIVE OR OTHERWISE LIMIT WJ'S REMEDIES OR DAMAGES FOR CLAIMS OF WJ AGAINST ASSOCIATES ARISING OUT OF SECTION 13(D) HEREOF OR WAIVE OR OTHERWISE LIMIT WJ'S RIGHTS TO OBTAIN FROM ASSOCIATES ALL COSTS AND EXPENSES OF ENFORCING THIS LIQUIDATED DAMAGES PROVISION, INCLUDING ATTORNEYS' FEES AND COSTS INCURRED AND EXPERT FEES AND COSTS, PURSUANT TO THIS SECTION 15, AND SPECIFIC PERFORMANCE OF SECTIONS 13(e) AND 16 OF THIS AGREEMENT. WJ AND ASSOCIATES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 15 AND BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER----------------------- -------------------------- WJ'S INITIALS BUYER'S INITIALS __________ __________ASSOCIATES' INITIALS

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR BECAUSE AS HEREIN PROVIDED SOLELY BY REASON OF A MATERIAL UNCURED DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUCH BREACH REMAINS UNCURED, AND AS A RESULT THEREOF BUYER FAILS TO REASONABLY ESTIMATE SUCH DAMAGESCOMPLETE THE PURCHASE OF THE PROPERTY, IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT. THEY AGREE THAT (I) SUCH DAMAGES ARE THE DEPOSIT SHALL BE THE FULL, AGREED AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN FOR THE AMOUNT UNCURED MATERIAL BREACH OF THE DEPOSIT THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER (AS IT MAY BE INCREASED FROM TIME EXCEPT FOR SELLER'S RIGHT TO TIME) ARE ENFORCE BUYER'S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 5.1 HEREOF). UPON SUCH A MATERIAL UNCURED BREACH AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESFAILURE TO CLOSE BY BUYER, (III) IN THE EVENT OF SUCH BREACH, SELLER THIS AGREEMENT SHALL BE ENTITLED TERMINATED AND (EXCEPT FOR BUYER'S OBLIGATIONS UNDER PARAGRAPH 5.1 HEREOF) NO PARTY HEREUNDER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO RETAIN THE DEPOSIT AS OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES, DAMAGES FROM BUYER AND (IV) IN CONSIDERATION OF ESCROW HOLDER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL BE DEEMED BUT IS INTENDED TO HAVE WAIVED ALL OTHER CLAIMS FOR CONSTITUTE LIQUIDATED DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ AWT --------------------- ------------------------------ Buyer's Initials Seller's Initials

Liquidated Damages. ONCE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH DISTRICT HAS ISSUED A NOTICE TO PROCEED, ESCO SHALL PROCEED WITH THE QUESTION CONSTRUCTION/INSTALLATION OF THE DAMAGES PROJECT PURSUANT TO THE PROJECT SCHEDULE WITH REASONABLE DILIGENCE. ESCO AGREES THAT WOULD THE PROJECT WILL BE SUFFERED SUBSTANTIALLY COMPLETED AT EACH FACILITY BY SELLER THE DATE SET FORTH IN THE PROJECT SCHEDULE AT ATTACHMENT C. IF THE CLOSING DOES WORK IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT COMPLETED IN ACCORDANCE WITH THE FOREGOING, IT IS UNDERSTOOD THAT THE DISTRICT WILL SUFFER DAMAGE. IT BEING IMPRACTICAL AND HAVE ENDEAVORED INFEASIBLE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN DETERMINE THE AMOUNT OF ACTUAL DAMAGE, IT IS AGREED THAT ESCO SHALL PAY TO THE DEPOSIT (DISTRICT AS IT MAY BE INCREASED FROM TIME TO TIME) ARE FIXED AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND NOT AS A PENALTY, THE SUM OF FIVE HUNDRED DOLLARS (IV$500) IN CONSIDERATION PER DAY FOR EACH CALENDAR DAY OF DELAY UNTIL WORK IS SUBSTANTIAOLLY COMPLETED AND ACCEPTED. ESCO AND ITS SURETY SHALL BE LIABLE FOR THE PAYMENT OF AMOUNT THEREOF. ANY MONEY DUE OR TO BECOMOE DUE ESCO MAY BE RETAINED BY THE DISTRICT TO COVER SAID LIQUIDATED DAMAGES. SHOULD SUCH MONEY NOT BE SUFFICIENT TO COVER SAID LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER DISTRICT SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE RGHT TO SELLER AT LAW RECOVER THE BALANCE FROM ESCO OR IN EQUITYITS SURETIES, WHO WILL PAY SAID BALANCE FORTHWITH. SELLER'S INITIALS BUYER'S INITIALS __________ __________This Section 8 and the liquidated damages referred to directly above are expressly understood and agreed to by the Parties hereto:

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES DETERMINED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED FAILS TO REASONABLY ESTIMATE PURCHASE THE PROPERTY AS CONTEMPLATED HEREIN, THE DAMAGE TO THE SELLER WILL BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, SUCH DAMAGESDAMAGE INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON THE BUYER’S DEFAULT, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. THEY IN ADDITION, THE BUYER WISHES TO LIMIT ITS LIABILITY IN EVENT OF ITS BREACH OF THIS AGREEMENT AND FAILURE TO PURCHASE THE PROPERTY AS CONTEMPLATED IN THIS AGREEMENT, AND THE SELLER HAS AGREED TO SUCH A LIMITATION. THE PARTIES THUS AGREE THAT (I) SUCH DAMAGES ARE SHOULD THIS AGREEMENT FAIL TO CLOSE DUE TO THE BUYER’S BREACH OF THIS AGREEMENT OR ITS WRONGFUL REFUSAL OR FAILURE TO PURCHASE THE PROPERTY CONTEMPLATED IN THIS AGREEMENT, THE SOLE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT EXCLUSIVE REMEDY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECOVER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF FROM THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED BUYER; ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT CAUSES OF ACTION ARE HEREBY EXPRESSLY WAIVED BY THE FAILURE OF SELLER. SAID AMOUNT WILL BE THE CLOSING TO OCCURFULL, EXCEPT FOR: (A) CLAIMS AGREED AND LIQUIDATED DAMAGES FOR THE RETURN BREACH OF THIS AGREEMENT BY THE BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR OTHER DELIVERY PENALTY WITHIN THE MEANING OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTCONSTITUTE LIQUIDATED DAMAGES TO THE SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________1677.

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES HAVE DISCUSSED CONTRARY CONTAINED IN SECTION 19.2.1 (i)-(v) OF THIS LEASE, AS THE SAME RELATES TO THE CALCULATION OF LEASE TERMINATION DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1951.2, TO THE EXTENT THAT THIS LEASE IS TERMINATED AS A RESULT OF A TENANT DEFAULT UNDER THE TERMS OF THIS LEASE OCCURRING ON OR BEFORE THE SECOND (2ND) ANNIVERSARY OF THE EFFECTIVE DATE, THEN TENANT SHALL BE OBLIGATED TO PAY LANDLORD AN AMOUNT EQUAL TO NINE MILLION ONE HUNDRED FORTY THOUSAND TWO HUNDRED THIRTY-NINE AND NEGOTIATED NO/100 DOLLARS (59,140,239.00) AS LIQUIDATED DAMAGES FOR SUCH 1951.2 DAMAGE AMOUNT, LANDLORD AND TENANT HEREBY ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE LANDLORD CLAIMS AND THE PROPOSED SETTLEMENT OF SUCH CLAIMS AS PROVIDED FOR IN GOOD FAITH THIS LEASE (SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, ARTICLE 30 HEREOF), IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN (AND CALCULATE PURSUANT TO SECTION 19.2.1 OF THIS LEASE, ABOVE) THE QUESTION ACTUAL DAMAGES SUFFERED BY LANDLORD AS A RESULT OF SUCH TERMINATION OF THIS LEASE, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS LEASE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS ARTICLE 31 REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF WHICH LANDLORD WILL INCUR AS A RESULT OF SUCH TERMINATION OF THIS LEASE AND THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE RECEIPT OF SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY SHALL BE INCREASED FROM TIME LANDLORD’S SOLE REMEDY WITH REGARD TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH LEASE TERMINATION DAMAGES, PROVIDED, HOWEVER, THAT THIS ARTICLE 31 SHALL NOT LIMIT LANDLORD’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT LANDLORD’S RIGHTS AND TENANT’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS LEASE (III) IN SPECIFICALLY INCLUDING. BUT NOT LIMITED TO, TENANT’S RESTORATION, INDEMNIFICATION AND REIMBURSEMENT OBLIGATIONS PURSUANT TO ARTICLE 8 AND SECTIONS 10.1 AND 26.2 OF THIS LEASE, RESPECTIVELY, WHICH SHALL, FOR PURPOSES OF THIS ARTICLE 31. BE DEEMED TO BE SEPARATE AND APART FROM TERMINATION DAMAGES). THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, SELLER SHALL BE DEEMED BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO LANDLORD PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671. THE PARTIES HAVE WAIVED ALL OTHER CLAIMS FOR SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES OR RELIEF AT LAW OR PROVISION CONTAINED IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORTHIS ARTICLE 31. TENANTS INITIALS: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________[ILLEGIBLE] LANDLORD’S INITIALS: [ILLEGIBLE]

Liquidated Damages. THE PARTIES HAVE DISCUSSED IF, FOLLOWING A VALID AND NEGOTIATED IN GOOD FAITH THE QUESTION PROPER EXERCISE OF THE DAMAGES THAT FOREGOING OPTION, LESSEE FAILS TO COMPLETE THE PURCHASE OF THE LEASED PROPERTY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO LESSEE AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR'S REASONABLE ATTORNEYS' FEES AND COSTS. IN ADDITION, LESSOR AND LESSEE AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH LESSOR'S DAMAGES BY SELLER IF REASON OF LESSEE'S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, LESSOR AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY LESSEE AGREE THAT (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT REASONABLE TO FIX, (II) AWARD LESSOR LIQUIDATED DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE PLUS ANY ACCRUED INTEREST ON THE OPENING DEPOSIT. BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, LESSOR AND WOULD BE LESSEE ACKNOWLEDGE AND AGREE THAT THE OPENING DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH PAYMENT OF LESSOR'S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES FOR A MEASURE DEFAULT OF LESSEE UNDER THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH DAMAGES, (III) OPTION THAT RESULTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF THE CLOSING ESCROW TO OCCURCLOSE AND SHALL BE IN LIEU OF ANY OTHER RELIEF, EXCEPT FOR: (A) CLAIMS FOR THE RETURN RIGHT OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREMEDY, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, TO WHICH LESSOR MIGHT OTHERWISE BE ENTITLED BY REASON OF A LESSEE'S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR'S RIGHTS AND REMEDIES FOR LESSEE'S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE'S DEFAULT UNDER THIS LEASE. SELLER'S INITIALS BUYER'S INITIALS __________ __________ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS THEREOF TO ESCROW HOLDER BY LESSOR, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF LESSEE ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR COMMENCES ANY ACTION AGAINST LESSOR OR THE LEASED PROPERTY ARISING OUT OF THIS ARTICLE, THEN LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM LESSEE.

Liquidated Damages. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE THIS AGREEMENT IS TERMINATED BY SELLER IF UNDER SECTION 14.22(c) HEREOF, AND SELLER HAS OTHERWISE SATISFIED ALL MATERIAL CONDITIONS REQUIRED TO BE SATISFIED BY SELLER ON OR BEFORE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED DATE OF SUCH TERMINATION, ESCROW HOLDER SHALL PAY TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF SELLER THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF') AND SELLER SHALL RETAIN SUCH AMOUNT AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE, EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT (PLUS INTEREST) HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A MEASURE DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. THE PARTIES FURTHER ACKNOWLEDGE THAT SUCH DAMAGES, (III) LIQUIDATED DAMAGES HAVE BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THAT THE SALE OF SUCH BREACHTHE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT HEREUNDER ON THE PART OF BUYER, SELLER PROVIDED THAT: (A) THE FOREGOING SHALL BE ENTITLED NOT LIMIT SELLER'S RIGHTS OR REMEDIES WITH RESPECT TO RETAIN (1) THE DEPOSIT AS SUCH LIQUIDATED DAMAGESOBLIGATIONS OF BUYER UNDER SECTIONS 5.2, 14.2(b) AND 14.11 THEREOF AND (IV2) IN CONSIDERATION THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT; AND (B) BUYER SHALL ALSO BE RESPONSIBLE FOR THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER ALL TITLE COMPANY CHARGES RELATING TO SEARCHING TITLE AND ISSUING THE COMMITMENT. NOTHING CONTAINED IN THIS SECTION 4.5 SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT LIMIT ANY OF THE FAILURE INDEMNITIES OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN BUYER OR OTHER DELIVERY OF DOCUMENTS SELLER CONTAINED ELSEWHERE IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THAT THE SALE OF THE DEPOSIT OUT PROPERTY AS CONTEMPLATED HEREUNDER IS CONSUMMATED, THIS SECTION 4.5 SHALL BE OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW NO FURTHER FORCE OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________EFFECT.

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT OR BEEN DEEMED TO HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH TERMINATED THIS AGREEMENT PRIOR TO THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER DUE DILIGENCE PERIOD AND IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT SALE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PROPERTY TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE BUYER IS NOT CONSUMMATED BECAUSE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHBUYER’S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN RETAIN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) AS SUCH SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND (IV) THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN CONSIDERATION THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE SECTIONS 1671, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT1676, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO CLAUSES (A) THROUGH (C)INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Initials Buyer's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF ESCROW FAILS TO CLOSE SOLELY BY REASON OF THE DAMAGES THAT WOULD PURCHASER'S DEFAULT UNDER THIS AGREEMENT, SELLER WILL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE DAMAGED AND WILL BE IMPRACTICABLE OR ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, ASCERTAIN FOR THE FOLLOWING REASONS: THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSE OF ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS AGREEMENT; (IIB) LIQUIDATED DAMAGES IN PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (C) IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. PURCHASER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH PURCHASER MIGHT BE LIABLE SHOULD PURCHASER BREACH THIS AGREEMENT. PURCHASER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF ESCROW FAILS TO CLOSE ON THE PROPERTY, AS DESCRIBED ABOVE, THE SUM REPRESENTED BY PURCHASER'S DEPOSIT (AS IT MAY SHALL BE INCREASED FROM TIME DEEMED TO TIME) ARE CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF SUCH BREACH, SELLER THE FAILURE TO CLOSE ESCROW RESULTING FROM PURCHASER'S DEFAULT SHALL BE ENTITLED LIMITED TO RETAIN SUCH AMOUNT, PROVIDED, HOWEVER, THAT THE DEPOSIT AS SUCH PARTIES AGREE THAT, IN NO EVENT SHALL THIS LIQUIDATED DAMAGES, DAMAGES PROVISION APPLY TO ANY BREACH OF PURCHASER'S OBLIGATIONS UNDER SECTIONS 5.2.2 OR 12.8 OF THIS AGREEMENT AND (IV) ANY OTHER INDEMNITY PROVISIONS OF THIS AGREEMENT. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE FAILURE OF THE CALIFORNIA CIVIL CODE RELATING TO PURCHASER'S DEFAULT RESULTING IN ESCROW NOT CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS AS PROVIDED UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED . BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, INITIALING THIS PROVISION IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWSPACES BELOW, SELLER SHALL HAVE ALL AND PURCHASER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS SECTION AND AGREE THAT SUCH SUM IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON THE DATE OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS AGREEMENT. SELLER'S INITIALS BUYER'S INITIALS __________________________________ ___________________________ PURCHASER'S INITIALS SELLER'S INITIALS

Liquidated Damages. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES THE DISTRICT SHALL SUSTAIN AS A RESULT OF ANY SUCH A DEFAULT WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY HEREBY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT DEPOSITS TRANSFERRED TO THE ESCROW FOR THE EXCHANGE PROPERTY (AS IT MAY SET FORTH IN SECTION 1.4) PLUS ANY INTEREST THEREON, IF ANY, IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THE DISTRICT WOULD SUFFER IN SUCH EVENT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. ACCORDINGLY, IN THE EVENT OF ANY DEFAULT BY XXXXXX HOMES AND PROVIDED THAT THERE HAS BEEN NO FAILURE OF SATISFACTION OF A CONDITION PRECEDENT TO CLOSE BENEFITING XXXXXX HOMES UNDER THIS AGREEMENT AND XXXXXX HOMES HAS FAILIED TO CURE ITS DEFAULT WITHIN THE 15-DAY CURE PERIOD SET FORTH IN SECTION 4.1.3, DISTRICT SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, AS ITS SOLE AND EXCLUSIVE REMEDY, BY GIVING WRITTEN NOTICE TO XXXXXX HOMES AND ESCROW HOLDER. IF THIS AGREEMENT IS TERMINATED AS SET FORTH HEREIN, THE PARTIES SHALL BE INCREASED FROM TIME RELIEVED OF THEIR OBLIGATIONS HEREUNDER EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, AND THE DEPOSITS TRANSFERRED TO TIMETHE ESCROW FOR THE EXCHANGE PROPERTY (AS SET FORTH IN SECTION 1.4) ARE PLUS ANY INTEREST THEREON, IF ANY SHALL BE RELEASED TO THE DISTRICT. XXXXXX HOMES AND WOULD THE DISTRICT AGREE THAT THE DISTRICT'S RIGHT TO RETAIN THE DEPOSITS THAT HAVE BEEN RELEASED TO THE DISTRICT (AS SET FORTH IN SECTION 1.4) PLUS ANY INTEREST THEREON, IF ANY, SHALL BE REASONABLE AS A MEASURE THE SOLE REMEDY OF SUCH DAMAGES, (III) THE DISTRICT IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF A DEFAULT UNDER THIS AGREEMENT BY XXXXXX HOMES. THE PAYMENT OF SUCH AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO THE DISTRICT UNDER CALIFORNIA CIVIL CODE §§1671, SELLER 1676 AND 1677. THE DISTRICT WAIVES ANY RIGHT TO SPECIFICALLY ENFORCE XXXXXX HOMES’ OBLIGATION TO PURCHASE THE DISTRICT PROPERTY (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF CIVIL CODE SECTIONS 1680 AND 3389), AND WAIVES ANY RIGHT TO SEEK, CLAIM OR OBTAIN PUNITIVE DAMAGES OR SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OR REMEDY FOR SUCH A BREACH BY XXXXXX HOMES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT XXXXXX HOMES’ LIABILITY TO THE DISTRICT UNDER THE INDEMNIFICATION IN SECTION 2.2 ABOVE OR FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, AS PROVIDED IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SECTION 7.3

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED PURCHASE OF ------------------ THE PROPERTY AS PROVIDED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED THE FAILURE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES CLOSE CONSTITUTES A DEFAULT BY BUYER IN THE AMOUNT PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER, DESPITE ANY INSTRUCTIONS TO THE CONTRARY, THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE SELLER, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES. SELLER AND BUYER SHALL INDEMNIFY ESCROW HOLDER FOR ANY LIABILITY, COSTS AND (IV) IN CONSIDERATION EXPENSES BY REASON OF ESCROW HOLDER'S GOOD FAITH COMPLIANCE WITH THIS PARAGRAPH. THE PARTIES EXPRESSLY AGREE THAT THE AMOUNT OF THE PAYMENT DEPOSIT IS A REASONABLE ESTIMATE OF SUCH LIQUIDATED THE EXTENT TO WHICH SELLER WOULD BE DAMAGED IF THIS TRANSACTION FAILS TO CLOSE AS A RESULT OF BUYER'S DEFAULT, IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL DAMAGES, SELLER AS A RESULT OF A FAILURE OF THIS TRANSACTION TO CLOSE BECAUSE OF BUYER'S DEFAULT. SELLER'S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE SELLER'S EXCLUSIVE REMEDY FOR DAMAGES BY REASON OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES LIMIT SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWRIGHTS OR REMEDIES UNDER SECTIONS 10.1, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________10.2, 10.3 AND 15.18

Liquidated Damages. THE PARTIES AGREE THAT THE PURCHASE PRICE HAS BEEN DETERMINED NOT ONLY BY A CONSIDERATION OF THE VALUE OF THE LAND PER SE BUT ALSO BY A CONSIDERATION OF THE VALUE OF THE VARIOUS COVENANTS, CONDITIONS AND WARRANTIES OF THIS AGREEMENT AS THEY RELATE TO THE LAND. THE IMPLICATIONS OF SUCH VALUES, SOMETIMES MEASURABLE IN RELATION TO KNOWN EXTERNAL STANDARDS AND SOMETIMES DETERMINED ONLY BY SUBJECTIVE BUSINESS JUDGMENTS OF THE PARTIES, ARE ALL INTERRELATED AND AFFECTED BY THE PARTIES’ ULTIMATE AGREEMENT UPON THE PURCHASE PRICE. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES THIS AGREEMENT AND AGREEMENT. THE PARTIES HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY HEREBY AGREE THAT THAT, BY REASON OF THE AFORESAID CONSIDERATIONS, (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE ESCROW OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND, AFTER DELIVERY THEREOF, EACH OF THE ADDITIONAL DEPOSITS)ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESIF BUYER FAILS TO CLOSE ON LOTS 7 & 8, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECEIVE THE ESCROW OPENING DEPOSIT AND (IF DELIVERED) THE ADDITIONAL DEPOSITS AS SUCH LIQUIDATED DAMAGES, (IV) IF BUYER FAILS TO CLOSE ON LOT 9 AFTER THE FIRST CLOSING, LIQUIDATED DAMAGES IN THE AMOUNT OF ALL REMAINING DEPOSITS NOT APPLIED TO THE LOTS 7 & 8 PURCHASE PRICE ARE AND WILL BE REASONABLE IF BUYER FAILS TO CLOSE ON LOT 9 AFTER THE FIRST CLOSING, AND (IVV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUREQUITY, INCLUDING ANY CLAIM FOR DAMAGES OR FOR SPECIFIC PERFORMANCE, EXCEPT FOR: (A) CLAIMS FOR INDEMNITY PURSUANT TO PARAGRAPH 11.2; (B)ACTIONS FOR THE RECOVERY OF THE DEPOSITS FROM ESCROW HOLDER AS LIQUIDATED DAMAGES OR FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTPURSUANT TO PARAGRAPH 14.2; (BC) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON OTHERWISE TO CLEAR TITLE CAUSED OF ANY LIEN WRONGFULLY FILED OR WRONGFULLY IMPOSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) REASONABLE ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT BASED UPON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES CAUSED BY BUYER’S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, (II) BUYER AND SELLER AGREE THAT IN THE EVENT ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER “LIQUIDATED DAMAGES IN DAMAGES” EQUAL TO THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PREVIOUSLY PAID BY BUYER. THEREFORE, IF ESCROW FAILS TO TIME) ARE CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, THIS AGREEMENT SHALL TERMINATE, ESCROW HOLDER SHALL CANCEL THE ESCROW AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION PORTION OF THE PAYMENT DEPOSIT PREVIOUSLY PAID BY BUYER AND RELEASED TO SELLER. RETENTION OF SUCH LIQUIDATED DAMAGES, THE NONREFUNDABLE DEPOSIT BY SELLER SHALL BE DEEMED SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT ESCROW FAILS TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING CLOSE DUE TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BREACH BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES SELLER WAIVES ANY AND COSTS INCURRED BY ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST BUYER, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER INCIDENT PURSUANT TO CLAUSES (A) THROUGH (C)CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 6.1 LIMIT THE EVENT DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS PARAGRAPH 6.1 BELOW, BUYER OBJECTS TOAND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT TIME THIS AGREEMENT WAS EXECUTED. UPON TERMINATION OF THE ESCROWTHIS AGREEMENT AS PROVIDED HEREIN, SELLER NEITHER PARTY SHALL HAVE ALL ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF THE REMEDIES OTHERWISE AVAILABLE SELLER TO SELLER AT LAW OR IN EQUITYRETAIN SUCH LIQUIDATED DAMAGES AND BUYER’S SURVIVING OBLIGATIONS. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS: Seller /s/ AB Buyer /s/ ES/DH

Liquidated Damages. THE PARTIES AGREE THAT THE PURCHASE PRICE HAS BEEN DETERMINED NOT ONLY BY A CONSIDERATION OF THE VALUE OF THE LAND PER SE BUT ALSO BY A CONSIDERATION OF THE VALUE OF THE VARIOUS COVENANTS, CONDITIONS AND WARRANTIES OF THIS AGREEMENT AS THEY RELATE TO THE LAND. THE IMPLICATIONS OF SUCH VALUES, SOMETIMES MEASURABLE IN RELATION TO KNOWN EXTERNAL STANDARDS AND SOMETIMES DETERMINED ONLY BY SUBJECTIVE BUSINESS JUDGMENTS OF THE PARTIES, ARE ALL INTERRELATED AND AFFECTED BY THE PARTIES' ULTIMATE AGREEMENT UPON THE PURCHASE PRICE. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES THIS AGREEMENT AND AGREEMENT. THE PARTIES HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY HEREBY AGREE THAT THAT, BY REASON OF THE AFORESAID CONSIDERATIONS, (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE ESCROW OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEAND, AFTER DELIVERY THEREOF, EACH OF THE ADDITIONAL DEPOSITS) ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECEIVE THE ESCROW OPENING DEPOSIT AND (IF DELIVERED) THE ADDITIONAL DEPOSITS AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUREQUITY, INCLUDING ANY CLAIM FOR DAMAGES OR FOR SPECIFIC PERFORMANCE, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTINDEMNITY PURSUANT TO PARAGRAPH 11.2; (B) ACTIONS FOR THE RECOVERY OF THE DEPOSITS FROM ESCROW HOLDER AS LIQUIDATED DAMAGES OR FOR THE RETURN OF DOCUMENTS PURSUANT TO PARAGRAPH 14.2; (C) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON OTHERWISE TO CLEAR TITLE CAUSED OF ANY LIEN WRONGFULLY FILED OR WRONGFULLY IMPOSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller's Initials Buyer's Initials ------- -------

Liquidated Damages. THE PARTIES HAVE DISCUSSED REMEDIES. BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (Ii) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR AND EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED FIX OR ESTABLISH ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF A DEFAULT HEREUNDER BY BUYER; AND (ii) THAT THE AMOUNT OF BUYER'S DEPOSIT HEREUNDER IS THE PARTIES' BEST AND MOST REASONABLE ESTIMATE OF SELLER'S DAMAGES IN THE EVENT OF BUYER'S DEFAULT. ACCORDINGLY, UPON EXPIRATION OF TEN (10) DAYS FOLLOWING NOTICE BY SELLER OF BUYER'S DEFAULT IN ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (NOT CAUSED BY ANY BREACH OF SELLER), AND BUYER DOES NOT CURE SUCH BREACHDEFAULT WITHIN SAID TEN (10) DAY PERIOD, THEN SELLER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER TERMINATE THIS AGREEMENT IN WHICH EVENT SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES (AND TITLE COMPANY IS HEREBY INSTRUCTED TO PAY SUCH LIQUIDATED DAMAGES, DAMAGES TO SELLER IN ACCORDANCE HEREWITH AND (IV) BUYER WAIVES ALL CLAIMS AGAINST TITLE COMPANY IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, CONNECTION THEREWITH). SELLER SHALL BE DEEMED HEREBY WAIVES ANY RIGHT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS RELIEF TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY CAUSE BUYER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND SELLER HEREBY WAIVES ANY RIGHT TO DAMAGES IN EXCESS OF LIQUIDATED DAMAGES FOR BUYER'S DEF AUL T UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A DEFAULT HEREUNDER BY SELLER (NOT CAUSED BY ANY BREACH OF BUYER OBJECTS TOOR NOT RESULTING FROM THE ACTION OR INACTION OF ANY FEDERAL, FAILS STATE OR LOCAL GOVERNMENT AGENCY), AND SELLER DOES NOT CURE SUCH DEFAULT ON OR BEFORE EXPIRATION OF TEN (10) DAYS FOLLOWING NOTICE BY BUYER TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SELLER OF SUCH DEFAULT, THEN BUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER, EITHER TERMINATE THIS AGREEMENT IN WHICH EVENT THE DEPOSIT OUT SHALL BE REFUNDED TO BUYER, OR PROCEED TO ENFORCE THIS AGREEMENT BY A SUIT FOR SPECIFIC PERFORMANCE PROVIDED SUCH ENFORCEMENT ACTION IS COMMENCED WITHIN TEN (10) DAYS AFTER EXPIRATION OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SUCH TEN-DAY PERIOD.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD TO BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) DAMAGES SELLER SHALL SUSTAIN AS A RESULT OF ANY SUCH DAMAGES ARE AND A DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, (II) ASCERTAIN. THE PARTIES HEREBY AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR $10,000, IF BUYER HAS EXERCISED ITS RIGHT TO STAGE AND/OR PARK EQUIPMENT ON THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; PROPERTY PRIOR TO CLOSING UNDER SECTION 7(b) ABOVE AND (B) ACTIONS $5,000, IF BUYER HAS NOT EXERCISED SUCH RIGHT TO EXPUNGE STAGE AND/OR PARK EQUIPMENT ON THE PROPERTY PRIOR TO CLOSING (AS TO EACH, THE "LIQUIDATED SUM") IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN SUCH EVENT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. ACCORDINGLY, IF THE ESCROW FAILS TO CLOSE DUE TO SUCH A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED DEFAULT BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND IN SUCH EVENT THE APPLICABLE LIQUIDATED SUM SHALL IMMEDIATELY BE PAID TO SELLER (SUCH PAYMENT TO BE MADE BY THE ESCROW'S RELEASE OF THE REMEDIES OTHERWISE AVAILABLE DEPOSIT TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________, IF BUYER HAS DELIVERED

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT BUYER BREACHES THIS AGREEMENT, WITHOUT LEGAL EXCUSE, AND, AS A RESULT, THE CLOSING DOES NOT OCCUR BECAUSE OCCUR, THEN SELLER SHALL RECEIVE, AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY, THE DEPOSIT . BUYER BREACHES HAS NO OTHER LIABILITY TO SELLER UNDER THIS AGREEMENT FOR DAMAGES, SPECIFIC PERFORMANCE OR OTHERWISE. BUYER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SELLER ACKNOWLEDGE AND RECITE THAT SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT SUM IS REASONABLE CONSIDERING ALL OF THE DEPOSIT (AS IT MAY CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SUCH SUM TO THE RANGE OF HARM TO SELLER THAT COULD BE INCREASED FROM TIME TO TIME) ARE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF CAUSATION, FORESEEABILITY, AND ACTUAL DAMAGES WOULD BE REASONABLE AS A MEASURE OF COSTLY OR INCONVENIENT. ACCORDINGLY, SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SUM SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, CONSTITUTE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER, INTENDED NOT AS A PENALTY OR RELIEF FORFEITURE, BUT AS FULL LIQUIDATED DAMAGES WITH SUCH LIQUIDATED DAMAGES THE SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT OF SELLER. IN PLACING THEIR INITIALS BELOW, BUYER AND SELLER SPECIFICALLY CONFIRM THE FAILURE ACCURACY OF SUCH FACTS AND THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR FACT THAT EACH OF BUYER AND SELLER WAS REPRESENTED BY LEGAL COUNSEL WHO EXPLAINED THE RETURN OR OTHER DELIVERY CONSEQUENCES OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER PARAGRAPH AT THE THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYAGREEMENT WAS MADE. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. OPTIONEE RECOGNIZES THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT. OPTIONEE ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PERFORMANCE HEREUNDER AFTER EXERCISING THE OPTION AND PRIOR TO OR AT THE CLOSE OF ESCROW, OPTIONOR SHALL BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM THE REMOVAL OF THE PROPERTY FROM THE MARKET. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF HERETO AGREE THAT THE DAMAGES THAT WOULD OPTIONOR SHALL SUSTAIN AS A RESULT OF SUCH BREACH WILL BE SUFFERED BY SELLER EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, THE PARTIES AGREE THAT IF THE CLOSING DOES NOT CLOSE OF ESCROW FAILS TO OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE RESULT OF SUCH DAMAGESA BREACH BY OPTIONEE OF ITS OBLIGATIONS HEREUNDER, (III) IN THE EVENT OF SUCH BREACH, SELLER OPTIONOR SHALL BE ENTITLED TO RETAIN OR RECOVER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESOPTION PAYMENT, SELLER SHALL BE DEEMED TO HAVE WAIVED ANY OPTION EXTENSION PAYMENTS AND THE EXERCISE DEPOSIT AND ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURINTEREST ACCRUED THEREON AS ITS EXCLUSIVE REMEDY AGAINST OPTIONEE, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, FOR BREACH OF OPTIONEE’S COVENANT TO PURCHASE THE PROPERTY (BUT NOT FOR BREACH OF THE MATTERS SET FORTH IN THE FOLLOWING SENTENCE), AND SAID SUM SHALL BE PAID AND RECEIVED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SELLER'S INITIALS BUYER'S INITIALS __________ __________EXCEPT WITH RESPECT TO OPTIONEE’S BREACH OF ANY INDEMNITY OBLIGATION OR ANY OTHER OBLIGATION OF OPTIONEE HEREUNDER (OTHER THAN THE COVENANT TO PURCHASE THE PROPERTY) WHICH SURVIVES THE CLOSE OF ESCROW (WHICH BREACH SHALL ENTITLE OPTIONOR TO SEEK ANY AND ALL REMEDIES AVAILABLE AT LAW AND IN EQUITY AND FOR WHICH BREACH THIS SECTION 15 SHALL NOT APPLY), BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE ESTIMATE OF OPTIONOR’S DAMAGES IN THE EVENT OF OPTIONEE’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO OPTIONOR THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT. BY INITIALING THIS SECTION BELOW, THE PARTIES HERETO SIGNIFY THEIR APPROVAL AND CONSENT TO THE TERMS OF THIS SECTION. Optionor’s Initials Optionee’s Initials

Liquidated Damages. PROVIDED BUYER HAS NOT ELECTED TO TERMINATE THIS AGREEMENT PURSUANT TO ANY OF BUYER'S RIGHTS TO DO SO CONTAINED HEREIN, IF AFTER THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE CONTINGENCY PERIOD BUYER BREACHES COMMITS A DEFAULT UNDER THIS AGREEMENT AND HAVE ENDEAVORED THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR SOLELY BY REASON OF SUCH DAMAGESDEFAULT, THEN ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. THEY BUYER AND SELLER AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (II) BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES IN DAMAGES" EQUAL TO THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PREVIOUSLY PLACED INTO ESCROW BY BUYER PURSUANT TO TIME) ARE PARAGRAPH 3 HEREOF. SELLER AND WOULD BE BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT IS REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER LIQUIDATED DAMAGES AND SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SOLE AND EXCLUSIVE REMEDY IN LIEU OF THE DEPOSIT OUT OF THE ESCROWANY OTHER RELIEF, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER RIGHT OR REMEDY, AT LAW OR IN EQUITY. SELLER'S INITIALS , TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S INITIALS __________ __________DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT AND THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY BY REASON OF SUCH DEFAULT, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON SELLER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER, AND, PROMPTLY FOLLOWING

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF ESCROW FAILS TO CLOSE DUE TO DISTRICT’S BREACH OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE PROVIDED CITY IS NOT IN MATERIAL BREACH, CITY WILL BE DAMAGED AND WILL BE IMPRACTICABLE OR ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO FIXASCERTAIN. DISTRICT AND CITY WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT FROM THE FILING OF A LAWSUIT. THEREFORE, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF ESCROW FAILS TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESCLOSE DUE TO DISTRICT’S BREACH UNDER THIS AGREEMENT, (III) IN THE EVENT OF SUCH BREACH, SELLER THEN CITY SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF DISTRICT’S DEPOSIT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER DISTRICT AND CITY AFFIRM THE AGREEMENT IN THIS SECTION. THE ABOVE LIQUIDATED DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR NOT LIMIT DISTRICT’S OBLIGATIONS OF INDEMNITY, HOLD HARMLESS AND DEFENSE PROVIDED IN THIS AGREEMENT, NOR DOES THE ABOVE LIQUIDATED DAMAGES IN ANY WAY LIMIT ANY CITY RIGHTS OR RELIEF AT LAW OR REMEDIES IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS LAW UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________DISTRICT’s Initials CITY’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED IF, FOLLOWING A VALID AND NEGOTIATED IN GOOD FAITH THE QUESTION PROPER EXERCISE OF THE DAMAGES THAT FOREGOING OPTION, LESSEE FAILS TO COMPLETE THE PURCHASE OF THE LEASED PROPERTY OF THE GRAND COURT FACILITY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO LESSEE AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR'S LEGAL FEES AND COSTS. IN ADDITION, LESSOR AND LESSEE AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH LESSOR'S DAMAGES BY SELLER IF REASON OF LESSEE'S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, LESSOR AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY LESSEE AGREE THAT (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT REASONABLE TO FIX, (II) AWARD LESSOR LIQUIDATED DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE PLUS ANY ACCRUED INTEREST ON THE OPENING DEPOSIT. BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, LESSOR AND WOULD BE LESSEE ACKNOWLEDGE AND AGREE THAT THE OPENING DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH PAYMENT OF LESSOR'S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES FOR A MEASURE DEFAULT OF LESSEE UNDER THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH DAMAGES, (III) OPTION THAT RESULTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF THE CLOSING ESCROW TO OCCURCLOSE AND SHALL BE IN LIEU OF ANY OTHER RELIEF, EXCEPT FOR: (A) CLAIMS FOR THE RETURN RIGHT OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREMEDY, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, TO WHICH LESSOR MIGHT OTHERWISE BE ENTITLED BY REASON OF A LESSEE'S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR'S RIGHTS AND REMEDIES FOR LESSEE'S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE'S DEFAULT UNDER THIS LEASE. SELLER'S INITIALS BUYER'S INITIALS __________ __________ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS THEREOF TO ESCROW HOLDER BY LESSOR, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF LESSEE ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR COMMENCES ANY ACTION AGAINST LESSOR OR THE GRAND COURT FACILITY ARISING OUT OF THIS ARTICLE, THEN LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM LESSEE. Lessor's Initials: /s/ EJH Lessee's Initials: /s/ CRC

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF OPTIONOR IF, AFTER THE OPTION EXERCISE DATE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONEE DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF ANY PORTION OF THE DEPOSIT (AS IT MAY OPTION PRICE ALREADY DEPOSITED WITH ESCROW HOLDER BY OPTIONEE WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE OPTIONOR IS ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT SUCH SUM FROM OPTIONEE AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER OPTIONOR SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORINCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONOR WAIVES THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), BUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR THE MEMORANDUM OF OPTION OR OTHER CLOUDS ON TITLE CAUSED BY BUYEROPTIONEE; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S OPTIONEE’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER OPTIONOR INCIDENT TO CLAUSES (A) THROUGH AND (CB). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionor: Initials of Optionee:

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES IS NOT OCCUR BECAUSE CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT OR CITY’S DEFAULT HEREUNDER AND BUYER BREACHES THIS AGREEMENT IS NOT THEN IN DEFAULT, THEN THE CITY SHALL RETURN THE FINANCIAL ASSURANCE TO BUYER. IF THE CLOSING IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE CITY IS NOT THEN IN DEFAULT, THEN THE CITY SHALL RETAIN FINANCIAL ASSURANCE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER CITY SHALL BE ENTITLED TO RETAIN THE DEPOSIT SUCH SUM AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF . THE PAYMENT OF SUCH LIQUIDATED PARTIES HAVE AGREED THAT CITY’S ACTUAL DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TOOF A FAILURE TO CONSUMMATE THE CLOSING AS SPECIFIED IN THE PRECEDING SENTENCE, FAILS WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT OUT FINANCIAL ASSURANCE IS A REASONABLE ESTIMATE OF THE ESCROWDAMAGES THAT CITY WOULD INCUR IN SUCH AN EVENT. BY PLACING THEIR RESPECTIVE INITIALS BELOW, SELLER SHALL HAVE ALL EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

Liquidated Damages. WITH THE PARTIES HAVE DISCUSSED AND NEGOTIATED EXCEPTION OF SECTION 16.2, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN GOOD FAITH THIS AGREEMENT, IF THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER AFTER SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE HAS GIVEN BUYER BREACHES THIS AGREEMENT AND NOTICE AS SET FORTH IN SUBSECTION 16.2 ABOVE, THEN BUYER SHALL HAVE ENDEAVORED NO FURTHER RIGHT TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE PURCHASE ALL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT ANY PORTION OF THE DEPOSIT (AS IT MAY BE INCREASED PROPERTY FROM TIME TO TIME) ARE SELLER, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECEIVE FROM BUYER THE DEPOSIT XXXXXXX MONEY AS SUCH SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER 13 - Purchase and Sale Agreement BREACH THIS AGREEMENT, AND (IV) SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN CONSIDERATION THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT CALIFORNIA CIVIL CODE §§ 1671 AND 1677. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE FAILURE STATEMENTS MADE IN THIS SUBSECTION 16.3 AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AT THE CLOSING TIME THIS AGREEMENT WAS MADE, EXPLAINED THE CONSEQUENCES OF THIS SUBSECTION 16.3 TO OCCURIT. THIS SUBSECTION 16.3 DOES NOT LIMIT BUYER’S OBLIGATIONS WHICH, EXCEPT FOR: (A) CLAIMS FOR AS OTHERWISE PROVIDED HEREIN, SURVIVE THE RETURN OR OTHER DELIVERY TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY . BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES ’S INITIALS: /s/ ST SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________’S INITIALS: /s/ CC

Liquidated Damages. IF, FOLLOWING THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY DUE DILIGENCE PERIOD (AS DEFINED HEREIN), BUYER DEFAULTS HEREUNDER, THEN PROVIDED SELLER IF THE CLOSING DOES IS NOT OCCUR BECAUSE BUYER BREACHES THEN ALSO IN DEFAULT, SELLER MAY TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED BUYER SHALL BE OBLIGATED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE PAY SELLER THE INDEPENDENT CONSIDERATION AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT LIEU OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ANY AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DAMAGE OR OTHER DELIVERY REMEDY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER ANY KIND AT LAW OR IN EQUITY. PAYMENT OF SUCH SUM BY BUYER IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD IS INTENDED TO COMPENSATE SELLER FOR THE DAMAGES IT WILL SUFFER AS A RESULT OF SUCH DEFAULT BY BUYER. IN AGREEING TO SUCH LIQUIDATED DAMAGES, BUYER ACKNOWLEDGES THAT THE AMOUNT OF SELLER'S ’S ACTUAL DAMAGES BY REASON OF BUYER’S DEFAULT WILL BE SUBSTANTIAL BUT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN, AND THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. IN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT ON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT BUYER SHOULD SO DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ACCORDINGLY, IN ORDER TO INDUCE SELLER TO WAIVE ALL OF THE REMEDIES SELLER MIGHT OTHERWISE HAVE IN THE EVENT OF A DEFAULT BY BUYER, BUYER HAS PROPOSED, AND SELLER HAS ACCEPTED THE CONCEPT OF LIQUIDATED DAMAGES AS SET FORTH HEREIN, WITH THE AMOUNT THEREOF HAVING BEEN THE SUBJECT OF SPECIFIC AGREEMENT BETWEEN THE PARTIES. BY THEIR INITIALS BUYER'S INITIALS __________ __________HERETO, SELLER AND BUYER SPECIFICALLY ACKNOWLEDGE THEIR ACCEPTANCE AND APPROVAL OF THE FOREGOING LIQUIDATED DAMAGES PROVISION. ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE IMMEDIATELY PRECEDING LIQUIDATED DAMAGES PROVISION

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE IS ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S ’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED a. SHOULD PURCHASER DEFAULT IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO ESCROW AGENT AND TO RECEIVE THE ESCROW DEPOSIT THERETOFORE PAID BY PURCHASER UNDER THIS AGREEMENT WHICH AMOUNT IS NOT INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE REMEDIES OTHERWISE AVAILABLE CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (AS SAID LAWS MAY BE MODIFIED, REPLACED AND SUPPLEMENTED) AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY; PROVIDED HOWEVER, THAT THE REMEDY OF LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER SECTIONS 8.a AND 14 OF THIS AGREEMENT, AND/OR SELLER’S RIGHT TO RECOVER ACTUAL DAMAGES FOR PURCHASER’S BREACH OF ANY OF THE WARRANTIES AND REPRESENTATIONS OF PURCHASER CONTAINED IN THIS AGREEMENT, PROVIDED THAT SUCH BREACH IS DISCOVERED BY SELLER FOLLOWING DELIVERY OF THE DEED AND AS A RESULT OF SUCH BREACH SELLER IS REQUIRED TO RETURN ALL OR ANY PORTION OF THE PURCHASE PRICE TO A CLAIMANT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE ESCROW DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Purchaser’s Initials b. Should Seller default in its material obligations under this Agreement for any reason, Purchaser, as its sole right and remedy at law or in equity, may either (i) terminate this Agreement upon written notice to Seller, whereupon Purchaser shall be entitled to receive an immediate return of the Escrow Deposit theretofore paid under this Agreement, plus, within five (5) business days after receipt of reasonable evidence verifying such costs, all of Purchaser’s actual out of pocket costs incurred in connection with this transaction and Purchaser’s due diligence with respect to the Property up to the maximum of $100,000, or (ii) seek the remedy of specific performance against Seller. c. In the event of any dispute or either party hereto defaults (or is alleged to have defaulted) in the performance of any of the terms, covenants, agreements or conditions contained in this Agreement, and the other party hereto places the enforcement of this Agreement, or any part hereof, in the hands of attorneys, or files suit upon the same, the non-prevailing party agrees to pay the reasonable attorneys’ fees and all court costs of the prevailing party.

Liquidated Damages. SELLER WAIVES THE PARTIES HAVE DISCUSSED AND NEGOTIATED RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT. IN GOOD FAITH THE QUESTION EVENT THE CLOSING FAILS TO OCCUR BY REASON OF BUYER'S DEFAULT AFTER THE END OF THE DAMAGES INSPECTION PERIOD, SELLER AND BUYER AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, SELLER AND BUYER EACH RECOGNIZE AND AGREE THAT IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT AND IT WOULD BE REASONABLE TO AWARD SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (XXXXXXX MONEY DEPOSIT. BOTH PARTIES AGREE THAT SUCH AMOUNT STATED AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE LIQUIDATED DAMAGES IS A REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) SELLER'S DAMAGES IN THE EVENT OF BUYER'S DEFAULT AND SUCH BREACHAMOUNT SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT OR BY OPERATION OF LAW. ACCORDINGLY, SELLER SHALL BE ENTITLED TO RETAIN SUCH AMOUNT AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OR FAILURE TO COMPLETE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION PURCHASE OF THE PAYMENT PROPERTY AS PROVIDED HEREIN PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. IN SUCH EVENT, ESCROW HOLDER IS HEREBY IRREVOCABLY INSTRUCTED BY BUYER AND SELLER TO DISBURSE IMMEDIATELY TO SELLER, UPON DEMAND OF SUCH SELLER ALONE, THE XXXXXXX MONEY DEPOSIT AND ANY INTEREST EARNED THEREON. SELLER HEREBY AGREES THAT LIQUIDATED DAMAGESDAMAGES SET FORTH HEREIN SHALL BE THE SOLE REMEDY OF SELLER IN THE EVENT OF A DEFAULT BY BUYER AND SELLER HEREBY WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE BY BUYER. PRIOR TO THE END OF THE INSPECTION PERIOD, SELLER SHALL AND BUYER AGREE IT WOULD BE DEEMED REASONABLE NOT TO HAVE WAIVED ALL OTHER CLAIMS FOR AWARD SELLER ANY DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)DEFAULT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________---------------- ----------------- Buyer's Initials Seller's Initials

Liquidated Damages. Section 10.4 of the APA is hereby amended and restated in its entirety as follows: (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF (A) THE CLOSING FAILS TO OCCUR ON OR PRIOR TO THE END DATE (AS IT MAY BE EXTENDED PURSUANT TO SECTION 10.1(b)) DUE SOLELY TO (I) BUYER FAILING TO OBTAIN A LICENSE OR APPROVAL OF A GOVERNMENTAL AUTHORITY SET FORTH ON SCHEDULE 9.1(e), OR (II) THE CONDITION SET FORTH IN SECTION 9.1(m) FAILING TO BE SATISFIED OTHER THAN AS A RESULT OF THE FAILURE OF CLAUSE (B) OF THE DEFINITION OF BONA FIDE PROPOSAL TO BE SATISFIED IN ONE OR MORE PROPOSALS RECEIVED BY BUYER (CLAUSE (I) OR (II), (A “BUYER CLOSING CONDITION FAILURE”) AND (B) PARENT IS ENTITLED TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 10.1(b), 10.1(d), 10.1(i) or 10.1(j) THEN THE PARTIES HAVE DISCUSSED ACKNOWLEDGE THAT SELLER PARTIES’ ACTUAL DAMAGES CAUSED BY A BUYER CLOSING CONDITION FAILURE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT $5,000,000 HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE QUESTION PARTIES’ REASONABLE ESTIMATE OF THE SELLER PARTIES’ DAMAGES THAT WOULD BE SUFFERED CAUSED BY SELLER IF THE A BUYER CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT CONDITION FAILURE, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE THAT AN AWARD OF SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY $5,000,000 SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE SELLER PARTIES’ EXCLUSIVE REMEDY AGAINST BUYER AS A MEASURE RESULT OF A BUYER CLOSING CONDITION FAILURE; PROVIDED, HOWEVER, THAT SUCH DAMAGESAMOUNT SHALL BE REDUCED BY THE AGGREGATE AMOUNTS, IF ANY, PAID BY BUYER TO PARENT PURSUANT TO SECTION 10.1(b) IN CONNECTION WITH EXTENSIONS OF THE END DATE BY BUYER. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PROVIDED THAT (X) BUYER OR ANY OF ITS AFFILIATES HAS MADE AN OFFER OF EMPLOYMENT TO THE FIRST INDIVIDUAL IDENTIFIED IN SCHEDULE 1.1(b) ON OR BEFORE FEBRUARY 28, 2012, (Y) SUCH INDIVIDUAL HAS ACCEPTED OR HAS THE RIGHT (PROVIDED HE HAS NEITHER DIED NOR BECOME DISABLED) TO ACCEPT AN OFFER OF EMPLOYMENT WITH BUYER OR AN AFFILIATE OF BUYER, AS THE CASE MAY BE, FROM SUCH DATE THROUGH THE CLOSING DATE, AND (Z) SUCH INDIVIDUAL IS PERMITTED BY BUYER OR ITS AFFILIATE TO COMMENCE EMPLOYMENT (IT BEING UNDERSTOOD THAT IF SUCH INDIVIDUAL IS NOT PERMITTED TO COMMENCE EMPLOYMENT DUE TO OFFEROR’S STANDARD PRECONDITIONS OF EMPLOYMENT, THIS CLAUSE (Z) WILL NOT BE SATISFIED), IF SUCH INDIVIDUAL (I) HAS NOT ACCEPTED SUCH OFFER OF EMPLOYMENT PRIOR TO CLOSING, (II) HAS NOT COMMENCED SUCH EMPLOYMENT AS OF CLOSING, OR (III) HAS DIED OR BECOME DISABLED AS OF THE CLOSING (ANY OF THE FOREGOING CLAUSES (I), (II) OR (III), AN “OFFER NON-ACCEPTANCE”), THEN THE PARTIES ACKNOWLEDGE THAT BUYER’S ACTUAL DAMAGES CAUSED SOLELY BY SUCH OFFER NON-ACCEPTANCE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE AND AGREE THAT $3,000,000 HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF BUYER’S DAMAGES THAT WOULD BE CAUSED BY AN OFFER NON-ACCEPTANCE AND THAT AN AWARD OF SUCH LIQUIDATED DAMAGES IN THE EVENT AMOUNT OF SUCH BREACH$3,000,000 (INCLUDING, SELLER FOR THE AVOIDANCE OF DOUBT, BUYER’S SET-OFF RIGHT DESCRIBED IN SECTION 11.9(a)) SHALL BE ENTITLED BUYER’S EXCLUSIVE REMEDY AGAINST SELLER PARTIES SOLELY WITH RESPECT TO RETAIN AN OFFER NON-ACCEPTANCE. FOR PURPOSES OF THIS SECTION 10.4(b), THE DEPOSIT TERM “DISABLED” SHALL MEAN DISABLED SUCH THAT HE IS RENDERED UNABLE TO PERFORM SUBSTANTIALLY ALL OF HIS USUAL DUTIES FOR SELLER PARTIES OR BUYER OR ITS AFFILIATE, AS THE CASE MAY BE, AND SUCH DISABILITY IS EXPECTED TO OR DOES PERSIST AND RENDER SUCH INDIVIDUAL UNABLE TO PERFORM SUBSTANTIALLY ALL OF HIS USUAL DUTIES FOR BUYER OR ITS AFFILIATE FOR A CONTINUOUS PERIOD IN EXCESS OF THIRTY (30) DAYS FOLLOWING THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, THE LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 10.4(b) RELATE SOLELY TO DAMAGES SOLELY CAUSED AS A RESULT OF AN OFFER NON-ACCEPTANCE AND DO NOT AFFECT BUYER’S REMEDIES FOR ANY BREACH OF A REPRESENTATION, WARRANTY OR COVENANT HEREIN. (c) BUYER AND SELLER PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH TIME THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________AGREEMENT WAS EXECUTED.”.

Liquidated Damages. (a) BECAUSE OF THE MAGNITUDE AND UNIQUE NATURE OF THE PROPERTY RIGHTS TO BE CONVEYED, THE PARTIES ACKNOWLEDGE THAT SELLERS' DAMAGES IN THE EVENT OF PURCHASER'S FAILURE TO CONSUMMATE THE CLOSING IN ACCORDANCE WITH PURCHASER'S OBLIGATIONS HEREUNDER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL OF ASCERTAINMENT. THE PARTIES HAVE DISCUSSED EXPRESSLY NEGOTIATED THIS PROVISION, AND NEGOTIATED HAVE AGREED THAT IN GOOD FAITH THE QUESTION LIGHT OF THE DAMAGES THAT WOULD CIRCUMSTANCES EXISTING AT THE TIME OF EXECUTION OF THIS AGREEMENT, AN AMOUNT EQUAL TO THE DEPOSIT TOGETHER WITH ACCRUED INTEREST OR DIVIDENDS THEREON PRIOR TO RELEASE THEREOF TO SELLERS IN ACCORDANCE WITH THIS AGREEMENT, REPRESENTS A REASONABLE ESTIMATE OF THE HARM LIKELY TO BE SUFFERED BY SELLER IF SELLERS IN THE EVENT THAT PURCHASER SHALL, FOR ANY REASON OTHER THAN SELLERS' DEFAULT OR FAILURE OF ANY OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED CONDITIONS WHICH MAY BE A CONDITION FOR THE BENEFIT OF PURCHASER, FAIL TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH CONSUMMATE THE CLOSING, SELLERS' ACTUAL DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN MIGHT WELL EXCEED THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND ALL INTEREST THEREON, BUT THAT PROOF OF ACTUAL DAMAGES WOULD BE REASONABLE COSTLY OR IMPRACTICAL. ACCORDINGLY, IN THE EVENT THAT PURCHASER SHALL FAIL TO TIMELY CONSUMMATE THE CLOSING FOR ANY REASON OTHER THAN SELLERS' BREACH OR THE FAILURE OF A CLOSING CONDITION TO WHICH BENEFIT PURCHASER IS ENTITLED, TIME BEING OF THE STRICTEST ESSENCE OF EACH AND EVERY PROVISION HEREOF, THEN SELLERS SHALL BE ENTITLED TO RETAIN AS A MEASURE LIQUIDATED DAMAGES THE DEPOSIT, INCLUDING ALL INTEREST ACCRUED THEREON, AS SELLERS' SOLE AND EXCLUSIVE REMEDY FOR SUCH FAILURE BY PURCHASER. FURTHER, NOTHING IN THIS SECTION SHALL LIMIT OR MODIFY PARENT OR SELLERS' RIGHTS TO BE INDEMNIFIED, DEFENDED AND HELD HARMLESS BY PURCHASER PURSUANT TO THE OTHER PROVISIONS OF SUCH DAMAGES, THIS AGREEMENT. THE PROVISION OF THIS SECTION 8.3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. PURCHASER'S INITIALS /s/ SELLERS' INITIALS (IIIb) IN THE EVENT OF SUCH BREACH, SELLER SELLERS SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, PURCHASER SHALL REFRAIN FROM OBSTRUCTING OR INTERFERING IN ANY WAY WITH SELLERS' EXERCISE OF SUCH REMEDIES AND SHALL EXECUTE A RELEASE IN FORM REASONABLY SATISFACTORY TO SELLERS' COUNSEL OF ANY AND ALL CLAIMS AGAINST SELLERS, THE BUSINESS AND THE ASSETS WITHIN THREE (IV3) BUSINESS DAYS OF SELLERS' DEMAND THEREFOR. IN CONSIDERATION THE EVENT PURCHASER SHALL THEREAFTER FAIL OR REFUSE SO TO COOPERATE WITH SELLERS IN THE TERMINATION OF THIS AGREEMENT, THE CANCELLATION OF ESCROW, THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES AND THE EXECUTION AND DELIVERY OF THE FOREGOING DESCRIBED RELEASE, SELLER SHALL BE DEEMED THEN SELLERS MAY ELECT TO HAVE WAIVED PURSUE ANY AND ALL OTHER CLAIMS FOR DAMAGES OR RELIEF REMEDIES AVAILABLE TO THEM AT LAW OR IN EQUITY ON ACCOUNT INCLUDING WITHOUT LIMITATION, ACTUAL DAMAGES. IN THE EVENT OF AN ACTION COMMENCED BY SELLERS OR PURCHASER OVER DISPOSITION OF THE FAILURE DEPOSIT OR MONEY DAMAGES ASSERTED BY SELLERS FOR PURCHASER'S ALLEGED BREACH OR BY PURCHASER FOR SELLERS' ALLEGED BREACH OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; , THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER, IN ADDITION TO ITS COSTS OF ENFORCEMENT, INCLUDING ATTORNEYS' AND CONSULTANTS' FEES, INTEREST AT TEN (B10%) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS PERCENT PER ANNUM ON TITLE CAUSED BY BUYER; THE SUM ULTIMATELY RECOVERED, CALCULATED FROM THE EXPIRATION OF SAID THREE (C3) CLAIMS ON ACCOUNT BUSINESS DAYS FROM AND AFTER SAID DATE. (c) IN THE EVENT THAT PURCHASER SHALL HAVE FULLY AND TIMELY PERFORMED ALL OF BUYER'S INDEMNITY ITS OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING INCLUDING WITHOUT LIMITATION, THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL TIMELY MAKING OF THE DEPOSIT OUT OF THE ESCROWPURSUANT TO SECTION 1.3 HEREOF, SELLER THERE SHALL HAVE ALL OF THE BE NO CONDITIONS TO SELLERS' OBLIGATIONS THAT REMAIN UNSATISFIED, AND PURCHASER IS UNCONDITIONALLY PREPARED TO CLOSE, THEN IN SUCH EVENT, IF SELLERS SHALL FAIL OR REFUSE TO CLOSE, PURCHASER SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE TOGETHER WITH OTHER REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. FROM AND AFTER THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EFFECTIVE DATE, IF THE QUESTION SALE OF THE DAMAGES PROPERTY UNDER THE TERMS OF THIS AGREEMENT IS NOT CONSUMMATED DUE TO A DEFAULT OF CITY (SUBJECT TO ANY APPLICABLE NOTICE AND CURE RIGHTS UNDER SECTION 13(a)), SELLER MAY INSTRUCT ESCROW AGENT TO CANCEL THE ESCROW AND SELLER WILL THEREUPON BE RELEASED FROM SELLER’S OBLIGATIONS HEREUNDER WITH RESPECT TO THE PROPERTY (EXCEPT FOR THOSE OBLIGATIONS THAT THIS AGREEMENT STATES SURVIVE TERMINATION) AND THE DEPOSITS, INCLUDING ALL DEPOSITS RELEASED TO SELLER AS WELL AS ANY PORTION OF THE DEPOSITS IN ESCROW AT THE TIME OF THE DEFAULT (INCLUDING ANY INTEREST EARNED FROM THE INVESTMENT OF THE DEPOSITS) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. CITY AND SELLER AGREE THAT, BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED BY REASON OF CITY’S DEFAULT. ACCORDINGLY, CITY AND SELLER AGREE THAT, IN THE EVENT THE SALE OF THE PROPERTY DOES NOT OCCUR DUE TO A DEFAULT OF CITY UNDER THIS AGREEMENT (II) SUBJECT TO ANY APPLICABLE NOTICE AND CURE RIGHTS UNDER SECTION 13(a)), IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER LIQUIDATED DAMAGES IN EQUAL TO THE AMOUNT OF THE DEPOSIT (DEPOSITS MADE BY CITY AS IT MAY BE INCREASED FROM OF THE DATE OF CITY’S DEFAULT, INCLUDING ALL DEPOSITS RELEASED TO SELLER AS WELL AS ANY PORTION OF THE DEPOSITS IN ESCROW AT THE TIME OF THE DEFAULT. SUCH RECOVERY OF THE DEPOSITS BY SELLER IS INTENDED TO TIME) ARE CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND WOULD BE REASONABLE AS A MEASURE 1677 OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. IN ADDITION, CITY SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. SELLER’S RETENTION OF THE DEPOSITS IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA LAW, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. XXXXXX AGREES THAT THESE LIQUIDATED DAMAGES ARE IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES MONETARY RELIEF OR RELIEF OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TOWHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY ON ACCOUNT EQUITY, RELATING TO CITY’S BREACH OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 4(d) LIMIT THE EVENT BUYER OBJECTS TODAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 4(d) BELOW, CITY AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVEPROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE TIME THIS AGREEMENT WAS EXECUTED. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE SUM CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER AT LAW THAT REASONABLY COULD BEANTICIPATED, AND THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY ANDEXTREMELY DIFFICULT OR IN EQUITYIMPRACTICABLE. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Initials City’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER OPTIONEE IF THE CLOSING ESCROW DOES NOT OCCUR CLOSE BY THE CLOSING DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONOR DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY OPTIONEE’S LIQUIDATED SUM WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE UNLESS OPTIONEE ELECTS SPECIFIC PERFORMANCE UNDER SECTION 11(b) ABOVE, OPTIONEE IS ENTITLED TO RETAIN THE DEPOSIT OPTIONEE’S LIQUIDATED SUM AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER OPTIONEE SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ESCROW TO CLOSE, INCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONEE WAIVES THE CLOSING TO OCCURPROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) BUT NOT INCLUDING ANY ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________COLLECTION OPTIONEE’S LIQUIDATED SUM.] Initials of Optionor: Initials of Optionee:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT FOR ANY REASON OTHER THAN (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT THE ESCROW IS NOT OPENED DUE TO FIXTHE FAILURE TO OBTAIN THE NECESSARY ENTITLEMENTS FOR THE PROJECT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT DEVELOPER’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 304.9 (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESA), (III) IN THE EVENT OF SUCH BREACHEITHER PARTY’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 304.9 (B), SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND OR (IV) AUTHORITY’S DEFAULT COUPLED WITH DEVELOPER’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 000, XXX XXXXXXXXX XXXXXXX, XXXXXXXX WITH ANY INTEREST WHICH MAY HAVE ACCRUED THEREON, SHALL BE RETAINED BY AUTHORITY AS LIQUIDATED DAMAGES AS AUTHORITY’S SOLE AND EXCLUSIVE REMEDY: IN CONSIDERATION SUCH EVENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT AUTHORITY WOULD SUSTAIN DAMAGES, THE CALCULATION OF WHICH WOULD BE UNCERTAIN. THE CALCULATION OF SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF AUTHORITY’S RECEIPT OF TAX REVENUES, THE DELAY OR FRUSTRATION OF AUTHORITY’S ABILITY TO IMPLEMENT THE CITY’S HOUSING ELEMENT AND AUTHORITY’S LOST OPPORTUNITY TO ENGAGE IN OTHER TRANSACTIONS. ALTHOUGH IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE OR FIX THE AMOUNT OF SUCH DAMAGES TO AUTHORITY, THE PARTIES ARE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESOPINION THAT, SELLER SHALL BE DEEMED TO HAVE WAIVED BASED UPON ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE INFORMATION AVAILABLE TO THEM AS OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY DATE OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AMOUNTS SET FORTH HEREIN OF THE DEVELOPER DEPOSIT OUT (WITH ANY INTEREST ACCRUED THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY AUTHORITY UPON THE TERMINATION OF THIS AGREEMENT UNDER SECTION 704 OF THIS AGREEMENT AS THE ESCROWTOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY, SELLER SHALL HAVE ALL OF AS AUTHORITY’S SOLE AND EXCLUSIVE REMEDY. THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S PARTIES EACH SPECIFICALLY ACKNOWLEDGE AND ACCEPT THIS LIQUIDATED DAMAGES PROVISION BY SETTING FORTH THEIR RESPECTIVE INITIALS BUYER'S INITIALS __________ __________BELOW:

Liquidated Damages. FROM AND AFTER THE EXERCISE OF THE OPTION, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 19.1 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, 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. CONSISTENT WITH THE PROVISIONS OF SECTION 1.5, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY REASON OF A DEFAULT OF BUYER OBJECTS TOPURSUANT TO THIS SECTION 19.1, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES THE OPTION PAYMENT IN ALL EVENTS SHALL BE RETAINED BY SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ [ILLEGIBLE] /s/ [ILLEGIBLE] -------------------- -------------------- Buyer's Initials Seller's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT SELLER’S ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF PROPERTY FROM THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE INITIAL DEPOSIT, ADDITIONAL DEPOSIT AND ANY OTHER DEPOSIT(S) MADE BY BUYER PURSUANT TO ANY ADDENDUM OR AMENDMENT HERETO (AS IT MAY COLLECTIVELY, THE “DEPOSITS”) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS INCURRED BY SELLER IN THE EVENT OF A MEASURE BREACH OR DEFAULT OF SUCH DAMAGES, (III) THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHBREACH OR DEFAULT BY BUYER, SELLER SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE CLOSING PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR DEFAULTS IN ITS OBLIGATION TO OCCURPURCHASE THE PROPERTY HEREUNDER. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DEFENSE OR OTHER DELIVERY HOLD HARMLESS OBLIGATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' ’ FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS’ FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS PARAGRAPH 12 BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS PARAGRAPH 12.

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY EACH AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES A MATERIAL DEFAULT OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BREACH HEREUNDER BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IMPRACTICABLE TO CLAUSES (A) THROUGH (C)ASCERTAIN. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT OF A MATERIAL DEFAULT OR BREACH BY BUYER OBJECTS TOHEREUNDER, FAILS WHICH DEFAULT OR BREACH IS NOT CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT OR BREACH IS RECEIVED BY BUYER FROM SELLER, THE DEPOSIT SHALL SERVE AS LIQUIDATED DAMAGES FOR SUCH BREACH OR DEFAULT BY BUYER, AS A REASONABLE ESTIMATE OF THE DAMAGES TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL , INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. DELIVERY TO AND RETENTION OF THE DEPOSIT OUT BY SELLER AND ANY INDEMNITY RIGHTS PURSUANT TO SECTION 3.4.1 SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A MATERIAL DEFAULT OR BREACH BY BUYER HEREUNDER. SELLER WAIVES ANY AND ALL OTHER RIGHTS AND REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE ESCROWPAYMENT AND RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, SELLER BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY SUCH BREACH OR DEFAULT BY BUYER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ALL ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF THE REMEDIES OTHERWISE AVAILABLE SELLER TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________RETAIN SUCH LIQUIDATED DAMAGES.

Liquidated Damages. THE PARTIES HAVE DISCUSSED PURCHASER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT THAT: (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DETERMINE SELLER’S ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THAT THE CLOSING FAILS TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OCCUR BY REASON OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS PURCHASER’S DEFAULT UNDER THIS AGREEMENT, WHICH DAMAGES WOULD INCLUDE, BUT NOT BE LIMITED TO, SELLER’S LOST SALE OPPORTUNITIES DURING THE PERIOD THAT THE PROPERTY IS TAKEN OFF THE MARKET; AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CII), TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF AGREEMENT, THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES IN SUCH EVENT. NOTWITHSTANDING THE FOREGOINGCONSEQUENTLY, IN THE EVENT BUYER OBJECTS TO, THE CLOSING FAILS TO COOPERATE WITH OCCUR BY REASON OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND TO RECEIVE AND/OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF XXXXXXX MONEY; PURCHASER SHALL MAKE, GIVE, JOIN IN, EXECUTE AND/OR DELIVER TO ESCROW AGENT ANY INSTRUMENT REQUIRED IN THIS REGARD. THE ESCROWFOREGOING PROVISIONS (AND ANY OTHER SIMILAR PROVISIONS SET FORTH IN THIS AGREEMENT) SHALL, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW HOWEVER, IN NO WAY LIMIT (A) PURCHASER’S INDEMNITY AND/OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________RELATED OR SIMILAR Purchaser: Seller: (Initials) (Initials)

Liquidated Damages. BUYER AND SELLER AGREE THAT IN THE PARTIES HAVE DISCUSSED EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS IN THE FAILURE OF ESCROW TO CLOSE), THE DAMAGE TO SELLER WOULD BE EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN AND THAT THEREFORE THE QUESTION DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER'S DEFAULT, OPPORTUNITY COSTS IN, AND CARRYING COSTS ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT WOULD BE SUFFERED UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT WHICH PREVENTS THE TIMELY CLOSING OF ESCROW; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES RELATING TO ENFORCING THIS SECTION 10, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677, AS APPLICABLE. IN THE EVENT OF A DEFAULT BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES UNDER BOTH THIS AGREEMENT AND HAVE ENDEAVORED THE PROPERTY AGREEMENT, SELLER AND FPC SHALL TOGETHER BE ENTITLED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) ONE MEASURE OF LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PROVIDED FOR IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) TOGETHER WITH THEIR ATTORNEYS' FEES AND COSTS INCURRED RELATING TO THE ENFORCEMENT OF THIS SECTION 10, AND ANY APPORTIONMENT OF SUCH ONE MEASURE OF LIQUIDATED DAMAGES BETWEEN SELLER AND FPC SHALL BE BY AGREEMENT BETWEEN SELLER INCIDENT AND FPC. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO CLAUSES (A) THROUGH (C)INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS Initials of Buyer: Initials of Seller: ____________________ ____________________

Liquidated Damages. CONTRACTOR RECOGNIZES THAT OWNER IS RELYING UPON CONTRACTOR TO COMPLETE THE ENTIRE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE AS SET FORTH IN THE AGREEMENT. CONTRACTOR ACKNOWLEDGES THAT IN THE EVENT SUCH WORK IS NOT SUBSTANTIALLY COMPLETED BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE, OWNER SHOULD BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM CONTRACTOR'S FAILURE TO SUBSTANTIALLY COMPLETE THE WORK BY SUCH TIME AND THAT THE CALCULATION OF SUCH DAMAGE WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE. THEREFORE, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER AGREE TO LIQUIDATE DAMAGES. IF THE CLOSING DOES ENTIRE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUBSTANTIALLY COMPLETED BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE, THEN OWNER SHALL BE ENTITLED TO REASONABLY ESTIMATE LIQUIDATED DAMAGES, UNTIL SUCH DAMAGES. THEY AGREE THAT TIME AS SUCH WORK IS SUBSTANTIALLY COMPLETED, IN THE FOLLOWING TIERED AMOUNTS: (I) TWO THOUSAND DOLLARS ($2,000) PER DAY FOR EACH OF THE FIRST SEVEN (7) CALENDAR DAYS THAT THE SUBSTANTIAL COMPLETION OF SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE, (II) FIVE THOUSAND DOLLARS ($5,000) PER DAY FOR EACH OF THE NEXT SEVEN CALENDAR DAYS (I.E., THE EIGHTH (8TH) THROUGH FOURTEENTH (14TH) CALENDAR DAYS FOLLOWING THE SCHEDULED SUBSTANTIAL COMPLETION DATE) THAT SUCH WORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE, AND (III) TEN THOUSAND DOLLARS ($10,000) PER DAY FOR EACH CALENDAR DAY THEREAFTER (I.E., THE FIFTEENTH (15TH) CALENDAR DAY AND EACH CALENDAR DAY THEREAFTER FOLLOWING THE SUBSTANTIAL COMPLETION DATE) THAT SUCH WORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE. ALL OF THE FOREGOING LIQUIDATED DAMAGES ARE CUMULATIVE. FOR EXAMPLE, IF THE SCHEDULED SUBSTANTIAL COMPLETION DATE IS DECEMBER 19, 1997, AND ALL OF THE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) IS NOT SUBSTANTIALLY COMPLETED UNTIL JANUARY 9, 1998, THEN OWNER WOULD BE ENTITLED TO LIQUIDATED DAMAGES FROM THE CONTRACTOR IN THE AMOUNT OF THE DEPOSIT $119,000 (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C$14,000 + $35,000 + $70,000). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SUCH AMOUNTS ARE PRESENTLY REASONABLE SUMS CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING AS OF THE EXECUTION OF THIS ADDENDUM, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO SELLER THE RANGE OF HARM TO OWNER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. BY EXECUTING THIS PROVISION AS INDICATED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY FULLY UNDERSTOOD THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT LAW OR IN EQUITYTHE TIME THIS ADDENDUM WAS MADE. SELLERCONTRACTOR'S INITIALS BUYERSJB --------------- OWNER'S INITIALS __________ __________DCY ---------------- [Signature Page Follows]

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT IF THIS TRANSACTION IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT HEREUNDER, SELLER SHALL SUFFER ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES PROPERTY FROM THE REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET, AND THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) INCURRED BY SELLER IN THE EVENT OF SUCH A BREACH OR DEFAULT OF THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT THAT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER’S BREACH, PROVIDED THAT SELLER IS READY, WILLING, AND ABLE TO CONSUMMATE THIS TRANSACTION, SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE (TO THE EXTENT NOT PREVIOUSLY RELEASED TO SELLER) AND RETAIN THE PORTION OF THE DEPOSIT PREVIOUSLY DEPOSITED AS SUCH LIQUIDATED DAMAGES. SUCH RECEIPT OF THE DEPOSIT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE CLOSING PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR DEFAULTS IN ITS OBLIGATION TO OCCURPURCHASE THE PROPERTY HEREUNDER. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DEFENSE OR OTHER DELIVERY HOLD HARMLESS OBLIGATION OR RESTORATION OBLIGATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' ’ FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS’ FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS SECTION 1.2(b)(iii) BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO THIS SECTION 1.2(b)(iii). INITIALS: SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________JSL/SKL/KJ/TRJ BUYER DMS