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. 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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 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 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. 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. 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. 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. 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. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED EVENT THE TRANSACTION PROVIDED FOR IN GOOD FAITH THIS AGREEMENT FAILS DUE TO A DEFAULT BY BUYER OF AN OBLIGATION TO PURCHASE THE QUESTION PROPERTY AFTER (i) ALL OF THE CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE THE PROPERTY SHALL HAVE BEEN SATISFIED, OR WAIVED IN WRITING BY BUYER, AND (ii) THE SELLER SHALL HAVE PERFORMED, TENDERED, OR OFFERED TO TENDER, PERFORMANCE OF ALL OF ITS OBLIGATIONS, SELLER'S DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DIFFICULT OR IMPOSSIBLE TO DETERMINE 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 (IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER. ACCORDINGLY, THE PARTIES AGREE THAT, IN SUCH EVENT THE DEPOSIT SHALL BE PAID BY TITLE COMPANY TO SELLER AS IT MAY LIQUIDATED DAMAGES UNDER THE FOREGOING CONDITIONS, AND THAT SUCH PAYMENT IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT THE SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE INCREASED FROM TIME TO TIME) ARE THE SOLE AND WOULD BE REASONABLE AS A MEASURE EXCLUSIVE REMEDY OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION A BREACH OF THE PAYMENT THIS AGREEMENT BY BUYER FOLLOWING SATISFACTION 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)CONDITIONS. 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 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 LXXXXX’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 LEGAL FEES AND COSTS. IN ADDITION, LXXXXX AND LXXXXX AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH LXXXXX’S DAMAGES BY SELLER IF REASON OF LXXXXX’S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, LXXXXX AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY LXXXXX 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 LXXXXX 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 LXXXXX 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 LXXXXX AND ABSENT ANY OBJECTION ON THE PART OF LESSEE THERETO, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF LXXXXX 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. Lessor’s Initials: /s/ SMT Lessee’s Initials: /s/ EM

Liquidated Damages. (a) AFTER EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR ANY REASON OTHER THAN BUYER’S MATERIAL BREACH OF THIS AGREEMENT OR FAILURE OF THE CONDITION SET FORTH IN SECTION 4.8(c) TO BE SATISFIED, TITLE COMPANY SHALL DELIVER TO BUYER THE DEPOSIT AND ALL INTEREST AND OTHER AMOUNTS EARNED FROM THE INVESTMENT THEREOF WITHIN THREE (3) BUSINESS DAYS AFTER TITLE COMPANY’S RECEIPT OF BUYER’S WRITTEN REQUEST. (b) AFTER EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AS A RESULT OF BUYER’S MATERIAL BREACH OF THIS AGREEMENT OR FAILURE OF THE CONDITION SET FORTH IN SECTION 4.8(c) TO BE SATISFIED, TITLE COMPANY SHALL (i) DELIVER TO SELLER THE DEPOSIT AS LIQUIDATED DAMAGES AND (ii) DELIVER TO BUYER ALL INTEREST AND OTHER AMOUNTS EARNED FROM THE INVESTMENT OF THE DEPOSIT WITHIN THREE (3) BUSINESS DAYS AFTER TITLE COMPANY’S RECEIPT OF SELLER’S WRITTEN REQUEST. (c) THE BUYER AND SELLER RECOGNIZE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN SECTION 4.8(c) TO BE SATISFIED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES ACKNOWLEDGE 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 (HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS IT MAY BE INCREASED FROM TIME TO TIME) ARE THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND WOULD BE REASONABLE AS NOT A MEASURE OF SUCH DAMAGESPENALTY, (III) IN THE EVENT OF SUCH BREACH, SELLER AND 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 AT LAW OR IN EQUITY ON ACCOUNT OF THE EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE CLOSING SALE TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE CLOSE AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS UNDER ’S BREACH OF THIS AGREEMENT, AND AGREEMENT OR FAILURE OF THE CONDITION SET FORTH IN SECTION 4.8(c) TO BE SATISFIED. (Dd) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE EVENT BUYER OBJECTS TO, FAILS DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO COOPERATE THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL BY REASON OF THE DEPOSIT OUT OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.16 HEREOF. BY SEPARATELY EXECUTING THIS SECTION 1.6. 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 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. (e) The provisions of this Section 1.6 shall survive the termination of this Agreement.

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 Seller Buyer

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) EITHER THE EXCHANGE OFFER REGISTRATION STATEMENT OR THE SHELF REGISTRATION STATEMENT IS NOT FILED WITH THE COMMISSION ON OR PRIOR TO THE DATE SPECIFIED FOR SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFILING IN THIS AGREEMENT, (II) EITHER THE EXCHANGE OFFER REGISTRATION STATEMENT OR THE SHELF REGISTRATION STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY THE COMMISSION ON OR PRIOR TO THE TARGET DATE SPECIFIED FOR SUCH EFFECTIVENESS IN THIS AGREEMENT (THE "EFFECTIVENESS TARGET DATE"), (III) THE EXCHANGE OFFER HAS NOT BEEN CONSUMMATED WITHIN 30 DAYS AFTER THE EFFECTIVENESS TARGET DATE WITH RESPECT TO THE EXCHANGE OFFER REGISTRATION STATEMENT OR (IV) EITHER THE EXCHANGE OFFER REGISTRATION STATEMENT OR THE SHELF REGISTRATION STATEMENT IS FILED AND DECLARED EFFECTIVE BUT THEREAFTER CEASES TO BE EFFECTIVE DURING THE APPLICABLE EXCHANGE OFFER REGISTRATION PERIOD OR SHELF REGISTRATION PERIOD, AS THE CASE MAY BE (EACH SUCH EVENT REFERRED TO IN CLAUSES (I) THROUGH (IV), A "REGISTRATION DEFAULT"), THE COMPANY HEREBY AGREES TO PAY LIQUIDATED DAMAGES ("LIQUIDATED DAMAGES") TO EACH HOLDER OF NOTES WITH RESPECT TO THE FIRST 90-DAY PERIOD IMMEDIATELY FOLLOWING THE OCCURRENCE OF SUCH REGISTRATION DEFAULT IN AN AMOUNT EQUAL TO $.05 PER WEEK PER $1,000 PRINCIPAL AMOUNT OF NOTES HELD BY SUCH HOLDER FOR EACH WEEK OR PORTION THEREOF DURING WHICH SUCH REGISTRATION DEFAULT CONTINUES. THE AMOUNT OF THE DEPOSIT LIQUIDATED DAMAGES PAYABLE TO EACH HOLDER FOR SUCH REGISTRATION DEFAULT WILL INCREASE BY AN ADDITIONAL $.05 PER WEEK PER $1,000 IN PRINCIPAL AMOUNT OF NOTES HELD BY SUCH HOLDER WITH RESPECT TO EACH SUBSEQUENT 90-DAY PERIOD UNTIL SUCH REGISTRATION DEFAULT HAS BEEN CURED, UP TO AN AGGREGATE MAXIMUM AMOUNT OF LIQUIDATED DAMAGES OF $.30 PER WEEK PER $1,000 PRINCIPAL AMOUNT OF NOTES FOR ALL REGISTRATION DEFAULTS. ALL ACCRUED LIQUIDATED DAMAGES WILL BE PAID BY THE COMPANY ON EACH INTEREST PAYMENT DATE (AS IT MAY BE INCREASED FROM TIME SUCH TERM IS DEFINED IN THE INDENTURE) TO TIMETHE HOLDERS OF RECORD WITH RESPECT TO SUCH INTEREST PAYMENT DATE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS OR BY FEDERAL FUNDS CHECK. LIQUIDATED DAMAGES PAYABLE (A) ARE AND WOULD BE REASONABLE AS A MEASURE WITH RESPECT TO THE REGISTRATION DEFAULT SPECIFIED IN CLAUSE (I) ABOVE, SHALL CEASE TO ACCRUE UPON FILING OF SUCH DAMAGESTHE EXCHANGE OFFER REGISTRATION STATEMENT (AND, IF APPLICABLE, THE SHELF REGISTRATION STATEMENT), (B) WITH RESPECT TO THE REGISTRATION DEFAULT SPECIFIED IN CLAUSE (II) ABOVE, SHALL CEASE TO ACCRUE UPON THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT (AND, IF APPLICABLE, THE SHELF REGISTRATION STATEMENT), (C) WITH RESPECT TO THE REGISTRATION DEFAULT SPECIFIED IN CLAUSE (III) IN THE EVENT OF SUCH BREACHABOVE, SELLER SHALL BE ENTITLED CEASE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION ACCRUE UPON CONSUMMATION 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 AGREEMENTEXCHANGE OFFER, AND (D) ATTORNEYS' FEES WITH RESPECT TO THE REGISTRATION DEFAULT SPECIFIED IN CLAUSE (IV) ABOVE, SHALL CEASE TO ACCRUE UPON THE FILING OF A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT THAT CAUSES THE EXCHANGE OFFER REGISTRATION STATEMENT (AND, IF APPLICABLE, THE SHELF REGISTRATION STATEMENT) AGAIN TO BE DECLARED EFFECTIVE, AS THE CASE MAY BE. FOLLOWING THE CURE OF ALL REGISTRATION DEFAULTS, THE ACCRUAL OF LIQUIDATED DAMAGES WILL CEASE, AND COSTS ALL ACCRUED AND UNPAID LIQUIDATED DAMAGES SHALL BE PAID TO HOLDERS OF NOTES PROMPTLY THEREAFTER. THE COMPANY SHALL NOTIFY THE TRUSTEE WITHIN FIVE DAYS AFTER THE OCCURRENCE OF EACH AND EVERY REGISTRATION DEFAULT. THE PARTIES HERETO AGREE THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 4 CONSTITUTE A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE 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 HOLDERS BY REASON 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 __________ __________ANY REGISTRATION DEFAULT.

Liquidated Damages. 15.1. SELLER AND BUYER ACKNOWLEDGE THAT SELLER IS VERY DESIROUS OF CLOSING THE PARTIES HAVE DISCUSSED TRANSACTION CONTEMPLATED HEREBY WITHIN THE TIME FRAME ESTABLISHED BY THIS AGREEMENT, AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER IN THE EVENT THAT THE PURCHASE AND SALE OF THE PROPERTY PROVIDED FOR IN THIS AGREEMENT DOES NOT CLOSE WITHIN SUCH TIME FRAME DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. SELLER AND BUYER FURTHER ACKNOWLEDGE THAT SELLER WILL BE ENTITLED TO COMPENSATION IF THE CLOSING PURCHASE AND SALE OF THE PROPERTY DOES NOT OCCUR BECAUSE BUYER BREACHES CLOSE DUE TO BUYER'S DEFAULT. WITH THE FLUCTUATION IN LAND VALUES, 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, THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, AS OF THE SIGNING OF THIS AGREEMENT, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE EXTENT OF DAMAGES TO SELLER IN THE EVENT OF BUYER'S DEFAULT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE IN THE EVENT THAT THE PURCHASE AND SALE OF THE PROPERTY PROVIDED IN THIS AGREEMENT AND HAVE ENDEAVORED DOES NOT CLOSE DUE TO REASONABLY ESTIMATE SUCH DAMAGESBUYER'S DEFAULT. THEY ACCORDINGLY, THE PARTIES HEREBY AGREE THAT (I) A REASONABLE ESTIMATE OF SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXSUCH COMPENSATION, (II) LIQUIDATED DAMAGES IN AS THE CASE MAY BE, IS THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE XXXXXXX MONEY DEPOSIT, NAMELY, $215,000, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESANY INTEREST EARNED THEREON. 15.2. THE PARTIES HEREBY AGREE THAT IF BUYER DEFAULTS UNDER THIS AGREEMENT, (III) IN THE EVENT OF SUCH BREACH, THEN SELLER SHALL BE ENTITLED TO RETAIN RECOVER FROM BUYER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION AMOUNT OF THE PAYMENT XXXXXXX MONEY DEPOSIT, NAMELY THE SUM OF $215,000, PLUS ADDITIONAL AMOUNTS REQUIRED BY SECTION 3.4.6 ABOVE WITH ALL INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES OR COMPENSATION, AS THE CASE MAY BE, UNDER THIS AGREEMENT AND SUCH LIQUIDATED DAMAGESRECOVERY OF $215,000, SELLER WITH ALL INTEREST EARNED THEREON SHALL BE DEEMED THE SOLE AND EXCLUSIVE REMEDY OF OR COMPENSATION TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF SELLER, AS THE FAILURE OF THE CLOSING TO OCCURCASE MAY BE, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS DEFAULT UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)EXCEPT AS SET FORTH IN THE LAST SENTENCE OF THIS SECTION 15. NOTWITHSTANDING THE FOREGOING, IN NOTHING CONTAINED HEREIN SHALL LIMIT THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, REMEDIES SELLER SHALL HAVE ALL TO ENFORCE ANY RIGHTS IT HAS AGAINST BUYER UNDER THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYSECTIONS 3.4, 12 or 18. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/DWR -------------- -------------- Buyer's initials Seller's initials 15.3. In the event of Seller's default hereunder after the satisfaction or waiver of all conditions precedent set forth in Section 3 hereof, Buyer may either (i) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be immediately refunded to Buyer, or (ii) enforce the specific performance of this Agreement, including Seller's obligation to transfer ownership of the Property to Buyer, but in no event will Buyer be entitled to punitive or consequential damages, if any, resulting from such default.

Liquidated Damages. SELLER AND BUYER HAVE CONSIDERED AND DISCUSSED THE PARTIES POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE ESCROW FAILS TO CLOSE. SELLER AND BUYER HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES AGREE THAT 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 FIX, (II) LIQUIDATED FIX THE 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 OCCURRING IN THE EVENT OF BUYER’S DEFAULT UNDER THIS AGREEMENT IN FAILING TO PURCHASE THE PROPERTY PURSUANT HERETO WHEN BUYER OR ITS ASSIGNEE IS OBLIGATED TO DO SO. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF BUYER’S NONPERFORMANCE OF SUCH BREACHPURCHASE OBLIGATION UNDER THIS AGREEMENT, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT, PLUS ANY INTEREST EARNED ON THE DEPOSIT DELIVERED BY BUYER TO ESCROW HOLDER HEREUNDER, AND IN THE EVENT OF BUYER’S DEFAULT IN ITS (OR ITS ASSIGNEE’S) OBLIGATION TO PURCHASE THE PROPERTY PURSUANT HERETO, BUYER AND SELLER AGREE THAT AS SELLER’S SOLE AND EXCLUSIVE RIGHT OR REMEDY, SELLER SHALL BE ENTITLED AT ITS ELECTION TO TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN AS FULLY AGREED LIQUIDATED DAMAGES THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM 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 ENTIRE DEPOSIT, PLUS (B) INTEREST EARNED THEREON. THE FOREGOING SHALL NOT, HOWEVER, LIQUIDATE OR OTHER DELIVERY OF DOCUMENTS LIMIT BUYER’S OBLIGATIONS OR SELLER’S RIGHTS AGAINST BUYER ARISING 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 ’S OBLIGATIONS UNDER SECTION 5.2 OR SECTIONS 24 OR 25, OR ANY INDEMNITY PROVIDED BY BUYER PURSUANT TO THIS AGREEMENTAGREEMENT THAT SURVIVES THE TERMINATION OF THIS AGREEMENT BY ITS TERMS. Buyer’s Initials Seller’s Initials As material consideration to each party’s agreement to the liquidated damages provisions stated above, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGeach party hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damage provisions for any reason whatsoever, IN THE EVENT BUYER OBJECTS TOincluding, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWbut not limited to, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________that such provision was unreasonable under circumstances existing at the time this Agreement was made, each party hereby expressly acknowledging the reasonableness of the liquidated damages provisions stated above.

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED PURCHASE PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER. FURTHER, BY INITIALING THIS PARGRAPH 22(b) BUYER AND NEGOTIATED SELLER AGREE AND UNDERSTAND THAT IN GOOD FAITH THE QUESTION EVENT OF THE DAMAGES THAT DEFAULT BY BUYER, (A) IT WOULD BE SUFFERED BY SELLER IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN AMOUNT EQUAL TO THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT BY REASON OF 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 FIX, (II) SHALL CONSTITUTE LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PAYABLE 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 BUYERSELLER; (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 PAYMENT OF THE DEPOSIT OUT OF THE ESCROW, LIQUIDATED DAMAGES TO SELLER SHALL HAVE ALL CONSTITUTE THE EXCLUSIVE AND SOLE REMEDY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY; (D) SELLER MAY RETAIN THAT PAYMENT ON ACCOUNT OF THE PURCHASE PRICE FOR THE PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF 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 CALIFORNIA CIVIL CODE. SELLER'S INITIALS THE PARTIES HAVE FREELY NEGOTIATED THE FOREGOING LIQUIDATED DAMAGES PROVISION IN GOOD FAITH. NOTHING SET FORTH IN THIS PARAGRAPH 22(b) SHALL SERVE TO LIMIT ANY INDEMNITY OBLIGATION OF BUYER UNDER THIS AGREEMENT OR ANY POST-CLOSING OBLIGATION OF BUYER. BUYER'S INITIALS __________ __________SELLER’S SIGNATURE: SIGNATURE:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EVENT THAT THIS TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF DEFAULT OF BUYER IN THE CLOSING DOES NOT OCCUR BECAUSE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY COLONIAL REIT AGREE THAT (I) SUCH COLONIAL REIT’S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDETERMINE. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THIS TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) COLONIAL REIT, AS COLONIAL REIT’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO 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) THE “LIQUIDATED AMOUNT”). IN THE EVENT THAT THE TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHBUYER’S DEFAULT, SELLER THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND COLONIAL REIT HEREUNDER SHALL TERMINATE, (B) BUYER SHALL INSTRUCT THE ESCROW AGENT TO IMMEDIATELY DELIVER THE LIQUIDATED AMOUNT TO COLONIAL REIT, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVC) ALL TITLE CHARGES, IF ANY, SHALL BE CHARGED TO BUYER. FOR PURPOSES OF THIS SECTION 11.1, A BREACH SHALL RESULT IN CONSIDERATION DEFAULT ONLY AFTER COLONIAL REIT PROVIDES WRITTEN NOTICE OF THE PAYMENT BREACH TO BUYER AND ONLY IF SUCH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS THEREAFTER, OR, IF THE BREACH IS NOT OF THE NATURE THAT IT MAY REASONABLY BE CURED WITHIN SUCH LIQUIDATED DAMAGESPERIOD, SELLER SHALL SO LONG AS BUYER IS DILIGENTLY PROCEEDING TO CURE SUCH BREACH, NO DEFAULT WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OCCURRED. COLONIAL REIT AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 11.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE FAILURE PROVISIONS OF THIS SECTION 11.1 SHALL SURVIVE THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR 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 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 __________ __________Colonial REIT’s Initials Buyer’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 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, XXXXXX AND XXXXXX AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH XXXXXX'S DAMAGES BY SELLER IF REASON OF XXXXXX'S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, XXXXXX AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY XXXXXX 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, XXXXXX AND WOULD BE XXXXXX 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 XXXXXX 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 XXXXXX'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 XXXXXX, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF XXXXXX 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. Lessor's Initials: Lessee's Initials: 35.

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. 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. 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 DEPOSIT), THEN THE DEPOSIT DESCRIBED IN THIS AGREEMENT, INCLUDING ANY INTEREST EARNED THEREON, SHALL BE SUFFERED RETAINED BY SELLER IF AS LIQUIDATED AND AGREED-UPON DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE MUTUALLY DISCUSSED THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT IMPRACTICABILITY AND HAVE ENDEAVORED EXTREME DIFFICULTY OF FIXING THE ACTUAL DAMAGES 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) 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 14 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. IF THE CLOSE OF ESCROW IS NOT CONSUMMATED ON OR BEFORE THE REQUIRED CLOSING DATE SOLELY BY REASON OF A MATERIAL DEFAULT BY BUYER, THE DEPOSITS (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY QUANTUM, AS LIQUIDATED DAMAGES AND THE EXISTING SYNTHETIC LEASE SHALL CONTINUE IN ACCORDANCE WITH ITS TERMS. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH ACKNOWLEDGE THAT THE QUESTION OF THE ACTUAL 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 FIXQUANTUM, (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 THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSITS ARE NON-REFUNDABLE (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT) AND HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SUCH BREACHQUANTUM’S DAMAGES. THE DEPOSITS (AND BUYER’S OBLIGATIONS UNDER SUBPART C OF THIS SECTION) ARE SELLER’S AND QUANTUM’S EXCLUSIVE REMEDIES AGAINST BUYER IN LAW OR IN EQUITY FOR BUYER’S FAILURE TO CLOSE ESCROW. HOWEVER, SELLER IN NO EVENT SHALL BE ENTITLED TO RETAIN THIS SECTION LIMIT THE DEPOSIT AS SUCH DAMAGES RECOVERABLE BY ANY PARTY AGAINST THE ANOTHER PARTY UNDER ANY INDEMNIFICATION PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES THE TERMINATION OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION BELOW, BUYER, SELLER, AND QUANTUM EACH 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)AGREEMENT WAS EXECUTED. 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 Quantum’s Initials

Liquidated Damages. BUYER, THE PARTIES HAVE DISCUSSED OPERATOR AND NEGOTIATED SELLERS ACKNOWLEDGE AND AGREE THAT, IN GOOD FAITH THE QUESTION OF EVENT BUYER DEFAULTS UNDER THIS AGREEMENT, THE OPERATOR AND SELLERS WILL SUFFER 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 IN AN AMOUNT WHICH WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. BUYER, (II) LIQUIDATED THE OPERATOR AND SELLERS, AFTER DUE NEGOTIATION, ACKNOWLEDGE AND AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH THE OPERATOR AND SELLERS WILL SUSTAIN IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE EVENT OF SUCH DAMAGESA DEFAULT BY BUYER. BUYER, THE OPERATOR AND SELLERS AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF SELLERS AND THE OPERATOR (IIIEXCEPT FOR ANY REMEDY AVAILABLE IN RESPECT OF ANY FAILURE BY BUYER TO PERFORM ANY OF BUYER SURVIVING OBLIGATIONS) IN THE EVENT OF SUCH BREACH, SELLER A BUYER DEFAULT SHALL BE ENTITLED THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW, AND RECEIVE AND RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION . FOLLOWING TERMINATION 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 CANCELLATION OF THE ESCROW, SELLER SHALL HAVE AND THE PAYMENT OF THE DEPOSIT TO THE SELLERS PURSUANT TO THIS ARTICLE 18, EXCEPT FOR ANY OF BUYER SURVIVING OBLIGATIONS, ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHTS AND OBLIGATIONS OF BUYER, SELLERS AND THE OPERATOR UNDER THIS AGREEMENT SHALL BE TERMINATED. BUYER, SELLERS AND THE OPERATOR ACKNOWLEDGE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS OF THIS ARTICLE 18, AND BY THEIR INITIALS IMMEDIATELY BELOW THEY AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY THESE TERMS AND PROVISIONS. SELLER'S ’S OPERATOR’S BUYER’S INITIALS BUYER'S INITIALS __________ __________INITIALS

Liquidated Damages. In view of the difficulty of determining the amount of damages which may result from a termination under the circumstances set forth in Section 10(a)(iv) or 10(a)(v), and the failure of the Parties to consummate the transactions contemplated by this Agreement, the Buyers and the Seller have mutually agreed that the payment set forth in Section 10(c)(iii) and 10(c)(iv) will be made to the Seller or the Buyers, as the case may be, as liquidated damages, and not as a penalty. In the event of any such termination, the Parties have agreed that the payment set forth in Section 10(c)(iii) and Section 10(c)(iv) will be the sole and exclusive remedy for monetary damages of the Seller or the Buyers, as the case may be. ACCORDINGLY, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HEREBY ACKNOWLEDGE THAT (i) THE QUESTION EXTENT OF DAMAGES CAUSED BY THE DAMAGES THAT FAILURE OF THIS TRANSACTION TO BE CONSUMMATED 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 IMPOSSIBLE OR EXTREMELY DIFFICULT TO FIXASCERTAIN, (IIii) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMELIQUIDATED DAMAGES PROVIDED FOR IN SECTION 10(c)(iii) ARE AND WOULD BE SECTION 10(c)(iv) IS A FAIR AND REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) IN DAMAGES UNDER THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCIRCUMSTANCES, AND (IViii) IN CONSIDERATION OF THE PAYMENT RECEIPT OF SUCH LIQUIDATED DAMAGESDAMAGES BY THE SELLERS OR THE BUYERS, SELLER SHALL BE DEEMED AS THE CASE MAY BE, DOES NOT CONSTITUTE A PENALTY. THE PARTIES HEREBY FOREVER WAIVE AND AGREE TO FOREGO TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW ANY AND ALL RIGHTS THEY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING FUTURE MAY HAVE 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 ASSERT ANY CLAIM DISPUTING OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE OBJECTING TO ANY OR ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYFOREGOING PROVISIONS OF THIS SECTION 10. SELLER'S INITIALS BUYER'S INITIALS __________ __________Any payment under Sections 10(c)(iii) or Section 10(c)(iv) will be made by wire transfer of immediately available funds to a bank account in the United States of America if paid to Seller, or to a bank account in Germany if paid to the Buyers, designated in writing by the Party entitled to receive such payment not later than three Business Days following the date such Party delivers notice of such account designation to the Party responsible to make such payment. Table of Contents

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. 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. IN THE PARTIES HAVE DISCUSSED EVENT OF TERMINATION OF THIS AGREEMENT BY AGENCY PRIOR TO XXX XXXXX 0 XXXXX XX XXXXXX XX XXXXX 0 CLOSE OF ESCROW, AS APPLICABLE, PURSUANT TO SECTION 503.2 OF THIS AGREEMENT DUE SOLELY TO DEVELOPER’S DEFAULT AFTER WRITTEN NOTICE TO DEVELOPER AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES APPLICABLE CURE PERIOD UNDER 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 FIXAGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE ENA DEPOSIT AND GOOD FAITH DEPOSIT OF ONE MILLION DOLLARS (AS IT MAY BE INCREASED FROM TIME TO TIME$1,000,000) ARE AND WOULD BE REASONABLE AS A MEASURE EXCLUDING ANY PORTION OF SUCH DEPOSITS WHICH HAVE BEEN USED TO REIMBURSE THE DEVELOPER FOR COSTS INCURRED BY THE DEVELOPER PRIOR TO CLOSE OF ESCROW IN ACCORDANCE WITH SECTION 201.1 ABOVE (“LIQUIDATED DAMAGES”), (III) WHICH THE AGENCY HAS HERETOFORE EXPENDED IN CONNECTION WITH THE SITE, SHALL BE RETAINED BY THE AGENCY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE AGENCY HEREUNDER. IN THE EVENT OF SUCH BREACHTERMINATION, SELLER SHALL THE AGENCY WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE ENTITLED UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCITY AND THE AGENCY, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES DELAY OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING AGENCY TO OCCURFURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, EXCEPT FOR: (A) CLAIMS FOR AND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE RETURN AGENCY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD BE APPROXIMATELY THE LIQUIDATED DAMAGES AMOUNT, AND SUCH AMOUNT SHALL BE PAID OVER TO THE AGENCY OR OTHER DELIVERY RETAINED, AS THE CASE MAY BE, UPON 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 AGREEMENT UNDER SECTION 503.2 OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND (D) ATTORNEYS' FEES ALL SUCH DEFAULTS AND COSTS INCURRED NOT AS A PENALTY. THE DEVELOPER AND THE AGENCY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THEIR INITIALS BELOW: Developer Agency Except as set forth in the next paragraph, provision of this Section 201.2 shall be Agency’s sole and exclusive remedy in the event of termination prior to Close of Escrow and, in such event, Agency hereby waives the right to specifically enforce this Agreement; provided, however, this liquidated damages provisions shall not limit the Agency’s right to enforce all indemnification provisions contained in this Agreement. NOTWITHSTANDING THE FOREGOINGNotwithstanding the foregoing provisions of this Section 201.2, IN THE EVENT BUYER OBJECTS TOin the event Developer contests the validity or the enforceability of the provisions of this Section 201.2, 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 Agency shall be entitled to pursue all available remedies including money damages.

Liquidated Damages. BUYER RECOGNIZES THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PERFORMANCE HEREUNDER PRIOR TO OR AT THE CLOSE OF ESCROW, SELLER 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 SELLER 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 DAMAGES, (III) IN THE EVENT A BREACH BY BUYER OF SUCH BREACHITS OBLIGATIONS HEREUNDER, SELLER SHALL BE ENTITLED TO RETAIN OR RECOVER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESINITIAL DEPOSIT AND ADDITIONAL DEPOSIT (i.e., 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 OCCURTHREE HUNDRED THOUSAND DOLLARS ($300,000.00)) AS ITS EXCLUSIVE REMEDY AGAINST BUYER, 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 BUYER’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. EXCEPT WITH RESPECT TO BUYER’S BREACH OF ANY INDEMNITY OBLIGATION OR ANY OTHER OBLIGATION OF BUYER HEREUNDER (OTHER THAN THE COVENANT TO PURCHASE THE PROPERTY) WHICH SURVIVES THE CLOSE OF ESCROW (WHICH BREACH SHALL ENTITLE SELLER 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 SELLER'S INITIALS ’S DAMAGES IN THE EVENT OF BUYER'S INITIALS __________ __________’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 SELLER 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. Seller’s Initials Buyer’s Initials

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES HAVE DISCUSSED AND NEGOTIATED CONTRARY CONTAINED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER THIS AGREEMENT, IF THE CLOSING DOES SALE TO PURCHASER IS 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 CONSUMMATED AS A MEASURE RESULT OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHPURCHASER’S DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT. THE PARTIES ALSO AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE PURSUANT TO THIS AGREEMENT AND THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE RETENTION OF THE DEPOSITS AS LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH LIQUIDATED DAMAGESFAILURE; 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 (IV) IN CONSIDERATION PURCHASER’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). NOTWITHSTANDING INDICATE THEIR AGREEMENT WITH THE FOREGOING, LIQUIDATED DAMAGES PROVISION CONTAINED 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 EQUITYTHIS SECTION. SELLER'S INITIALS BUYER'S INITIALS : _______________________ PURCHASER: __________________

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE OWNER IF, AFTER THE DEVELOPER DELIVERS THE EXERCISE NOTICE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT THE DEVELOPER 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 3% OF THE DEPOSIT (AS IT MAY OFFER PRICE 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 THE OWNER IS ENTITLED TO RECEIVE AND RETAIN SUCH SUM FROM THE DEPOSIT DEVELOPER AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER THE OWNER 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, THE OWNER 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 RIGHT OF FIRST OFFER OR OTHER CLOUDS ON TITLE CAUSED BY BUYERTHE DEVELOPER; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S THE DEVELOPER’S INDEMNITY OBLIGATIONS UNDER THIS THE ROFO AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER THE OWNER 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 the Owner: Initials of the Developer:

Liquidated Damages. THE PARTIES HAVE DISCUSSED HERETO EXPRESSLY AGREE AND NEGOTIATED ACKNOWLEDGE THAT IN GOOD FAITH THE QUESTION EVENT OF A DEFAULT BY THE PURCHASER PARTIES IN THEIR OBLIGATIONS HEREUNDER ON OR BEFORE THE A CLOSING DATE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE SELLER PARTIES’ ACTUAL 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 OR IMPRACTICABLE TO FIXASCERTAIN, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THAT 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, AND THAT SUCH AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (IIIi) THE SELLER PARTIES OR THEIR AFFILIATES WILL INCUR ADMINISTRATIVE COSTS IN THE NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THE TRANSACTIONS, AND WILL INCUR DAMAGES BY WITHDRAWING THE HOTELS FROM THE OPEN MARKET; (ii) THERE ARE IMPORTANT ECONOMIC AND TAX REASONS FOR THE SELLER PARTIES’ DESIRE TO SELL THE TARGET INTERESTS, BY THE DATE SPECIFIED FOR CLOSING IN SECTION 2(c)(iii) HEREOF, AND IT WAS THE PURCHASER PARTIES’ WILLINGNESS TO MEET THIS DEADLINE WHICH, IN PART, CAUSED THE SELLER PARTIES TO SELECT THE SELLER PARTIES OVER OTHER POTENTIAL PURCHASERS, AND IT IS UNLIKELY THAT A SALE TO ANOTHER PERSON COULD BE EFFECTED BY SUCH DATE, AT A PRICE REFLECTING THE TRUE VALUE OF THE TARGET INTERESTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN A DEFAULT UNDER THIS AGREEMENT BY THE PURCHASER PARTIES; (iii) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT AS MAY BE INCURRED BY THE SELLER PARTIES IF THE TRANSACTION CONTEMPLATED HEREBY IS NOT COMPLETED BY SUCH LIQUIDATED DAMAGES, DATE; AND (IViv) THE SELLER PARTIES ARE ENTERING INTO THIS AGREEMENT WITH THE PURCHASER PARTIES IN CONSIDERATION OF RELIANCE UPON THE PURCHASER PARTIES’ COMMITMENT TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREIN ON OR BEFORE THE CLOSING DATE. THE PAYMENT OF SUCH AMOUNTS AS LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES IS NOT INTENDED AS A FORFEITURE 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 __________ __________PENALTY.

Liquidated Damages. THE PARTIES HAVE DISCUSSED PROVIDED XXXXX HAS NOT ELECTED TO TIMELY TERMINATE THIS AGREEMENT PURSUANT TO ANY OF BUYER'S RIGHTS TO DO SO CONTAINED HEREIN, AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE THEREAFTER BUYER BREACHES COMMITS A MATERIAL DEFAULT OR FAILS TO PROVIDE FUNDS TO CLOSE ESCROW UNDER THIS AGREEMENT AND HAVE ENDEAVORED OR THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR SOLELY BY REASON OF SUCH DAMAGESDEFAULT, THEN YOSEMITE TITLE COMPANY SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM THEIR OBLIGATIONS HEREUNDER. THEY BUYER AND XXXXXX 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 DAMAGE BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS BUYER AND SELLER AGREE THAT IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO SUM OF $5,000. SELLER AND 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. Buyers’ Initials:

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES SUBJECT PROPERTY AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, IT IS AGREED THAT WOULD THE ESCROW DEPOSIT AND SELLER’S COST DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT NON-REFUNDABLE 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 SUCH DEPOSIT WHICH AMOUNT SHALL BE ACCEPTED BY SELLER NOT AS SUCH A PENALTY, BUT AS LIQUIDATED DAMAGES, DAMAGES WHICH SHALL BE SELLER'S SOLE AND (IV) IN CONSIDERATION EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE PAYMENT DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND XXXXXX 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 SUCH LIQUIDATED DAMAGES, THE SUBJECT PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER SHALL BE DEEMED DESIRE TO HAVE WAIVED ALL OTHER CLAIMS FOR AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER 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 ENFORCE SELLER'S WITHDRAWAL RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION, BUYER AND SELLER AGREE TO EXECUTE THE DEPOSIT OUT OF SAME. THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BUYER'S INITIALS __________ __________BELOW:

Liquidated Damages. IF BUYER DEFAULTS HEREUNDER, THEN SELLER UNILATERALLY AND AT ITS OPTION MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN DEMAND TO BUYER AND TITLE COMPANY. THEREUPON, (i) SELLER SHALL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY TO BUYER., (ii) TITLE COMPANY SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (iii) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (iv) BUYER SHALL IMMEDIATELY PAY TO SELLER ANY AND ALL LEGAL FEES INCURRED BY SELLER AS A CONSEQUENCE OF, IN CONNECTION WITH, INC WENT TO, RESULTING FROM OR ARISING FROM THE NEGOTIATION, PREPARATION, PERFORMANCE AND/OR PURSUIT OF REMEDIES OF OR UNDER THIS AGREEMENT. AND (v) AFTER THE FOREGOING ITEMS HAVE DISCUSSED BEEN SATISFIED, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES SELLER AGREE THAT IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT EXTREMELY IMPRACTICAL 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 ESTIMATE THE AMOUNT OF DAMAGES SELLER MIGHT SUFFER IN THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME EVENT OF BUYER’S DEFAULT HEREUNDER. THE PARTIES HEREBY AGREE THAT THE DELIVERY OF THE FOREGOING AMOUNTS TO TIME) ARE SELLER IN THE EVENT OF BUYER’S DEFAULT REPRESENTS A FAIR AND WOULD BE REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDO NOT CONSTITUTE A PENALTY, 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 CONSTITUTE SELLER’S SOLE REMEDY 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 ANY BREACH 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 __________ __________Seller’s Initial’s Buyer’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED DETERMINED THAT IF THE TRANSACTION FAILS TO CLOSE AS A RESULT OF BUYER’S BREACH OF THIS AGREEMENT, THE DAMAGES TO SELLER WILL BE EXTREMELY DIFFICULT AND NEGOTIATED IMPRACTICAL TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN GOOD FAITH THE QUESTION THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT WOULD BE SUFFERED BY SELLER IF THIS PROVISION SHALL NOT WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S OBLIGATIONS UNDER ANY INDEMNITY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE CLOSING DOES NOT OCCUR BECAUSE TERMINATION OF THIS AGREEMENT. IN ADDITION, BUYER BREACHES WISHES TO LIMIT ITS LIABILITY IN THE EVENT OF ITS BREACH OF THIS AGREEMENT AND HAVE ENDEAVORED FAILURE TO REASONABLY ESTIMATE SUCH DAMAGESPURCHASE THE PROPERTY, AND SELLER HAS AGREED TO A LIMITATION. THEY THE PARTIES THUS AGREE THAT (I) SUCH DAMAGES ARE SHOULD BUYER BREACH THIS AGREEMENT AND WILL REFUSE OR FAIL TO PURCHASE THE PROPERTY AS CONTEMPLATED HEREIN, THE SOLE AND EXCLUSIVE REMEDY OF SELLER SHALL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN RETAIN 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 DAMAGESAMOUNT"), SELLER SHALL BE DEEMED TO HAVE ABSOLUTELY WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF REMEDIES AT LAW OR IN EQUITY ON ACCOUNT OF THE WHICH IT MAY HAVE RELATED TO SUCH REFUSAL OR FAILURE OF BUYER TO CLOSE (INCLUDING, WITHOUT LIMITATION, THE CLOSING TO OCCUR, REMEDIES OF SPECIFIC PERFORMANCE AND DAMAGES) EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS REMEDIES IN CONNECTION WITH ANY INDEMNITY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT; (B) ACTIONS . THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGE PROVISION CONTAINED IN THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)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 LANDLORD AND TENANT HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER LANDLORD IF TENANT ISSUES A PURCHASE NOTICE BUT FAILS TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES FOR SALE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT ADDENDUM 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 3.0% OF THE DEPOSIT PURCHASE PRICE STATED IN THE SALE NOTICE (AS IT MAY THE “LD AMOUNT”) WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE LANDLORD IS ENTITLED TO RETAIN THE DEPOSIT LD AMOUNT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER LANDLORD SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF TENANT TO PURCHASE THE CLOSING TO OCCURFOR SALE PROPERTY, EXCEPT FORBUT 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 OTHER CLOUDS ON TITLE CAUSED BY BUYERTENANT; (CB) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY TENANT’S OTHER 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 __________ __________LEASE; AND

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED PURCHASE OF THE PROPERTY AND NEGOTIATED IN GOOD FAITH SUCH FAILURE CONSTITUTES A BREACH OF THIS AGREEMENT, THEN SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATIONS TO SELL THE QUESTION PROPERTY TO BUYER AND, BY PLACING THEIR INITIALS BELOW, BUYER AND SELLER AGREE THAT THE AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR ANY SUCH BREACH BY BUYER. BUYER AND SELLER AGREE THAT SAID AMOUNT IS A REASONABLE AMOUNT FOR LIQUIDATED DAMAGES FOR SUCH A BREACH UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS ENTERED INTO AND CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. BUYER AND SELLER AGREE THAT PREDICTING WHAT MONETARY DAMAGES SELLER WOULD SUFFER IN SUCH AN EVENT IS IMPOSSIBLE OR IMPRACTICAL. SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY BUT RATHER A LIMITATION OF THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE SUFFERED LIABLE HEREUNDER. FORTHWITH UPON ANY SUCH BREACH BY BUYER, BUYER SHALL EITHER (1) PAY SUCH SUM TO SELLER, OR (2) INSTRUCT ESCROW TO DELIVER SUCH SUM TO SELLER FROM ANY DEPOSITS DELIVERED TO ESCROW BY BUYER; HOWEVER, IF ANY DEPOSITS HAVE PREVIOUSLY BEEN RELEASED BY ESCROW TO SELLER, THE AMOUNT RELEASED TO SELLER SHALL BE RETAINED 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 CREDITED AGAINST 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) DAMAGES OWED BY BUYER. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EQUITY, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE FAILURE OF CALIFORNIA CIVIL CODE. NOTWITHSTANDING ANYTHING TO THE CLOSING TO OCCURCONTRARY CONTAINED IN THIS PARAGRAPH, EXCEPT FOR: IF BUYER BRINGS AN ACTION (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 ACTION") AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGAND, IN THE EVENT CONNECTION WITH BUYER'S ACTION, BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWRECORDS A LIS PENDENS, SELLER SHALL HAVE ALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS PARAGRAPH FROM SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS AND RECOVERING DAMAGES, COSTS, OR EXPENSES (INCLUDING ATTORNEY'S FEES) TO WHICH SELLER IS OTHERWISE ENTITLED UNDER APPLICABLE LAW (INCLUDING RECOVERY AGAINST ANY UNDERTAKING GIVEN BY BUYER PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 405.34), AND THE REMEDIES OTHERWISE AVAILABLE AMOUNT OF ANY SUCH DAMAGES AWARDED TO SELLER AT LAW OR SHALL BE IN EQUITYADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. SELLER'S INITIALS BUYER'S INITIALS __________ __________------------------------- ------------------------- Initials of Seller Initials of Buyer

Liquidated Damages. IF, FOLLOWING A VALID AND PROPER EXERCISE OF ANY OPTION, GUARANTOR FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES THAT APPLICABLE FACILITY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY GUARANTOR’S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO GUARANTOR AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND GUARANTOR SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR’S LEGAL FEES AND COSTS. IN ADDITION, LESSOR AND GUARANTOR 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 GUARANTOR’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 GUARANTOR 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 GUARANTOR 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 GUARANTOR UNDER THE PURCHASE CONTRACT FORMED BY GUARANTOR’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 GUARANTOR’S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR’S RIGHTS AND REMEDIES FOR GUARANTOR’S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE’S DEFAULT UNDER THE LEASE, AS HEREBY AMENDED. 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 GUARANTOR WRONGFULLY ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR WRONGFULLY 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 GUARANTOR. Lessor’s Initials: __________ Guarantor’s Initials:__________

Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY IS NOT CONSUMMATED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE REASON OF ANY DEFAULT BY BUYER BREACHES UNDER 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 FIXAGREEMENT, (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, THEN SELLER SHALL BE ENTITLED TO RETAIN BUYER'S INITIAL DEPOSIT IN THE AMOUNT OF $625,000 AND BUYER'S ADDITIONAL DEPOSIT IN THE AMOUNT OF $1,250,000 AS SELLER'S LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT SELLER'S DAMAGES WHICH WOULD RESULT FROM BUYER'S FAILURE TO ACQUIRE THE PROPERTY FOR ANY REASON ARE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES IN THE 32 AMOUNT OF THE DEPOSIT AS REPRESENTS A REASONABLE ESTIMATE OF SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF . THE PAYMENT OF SUCH AMOUNT AS 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 BREACH OF BUYER'S INDEMNITY OBLIGATIONS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS AGREEMENTAGREEMENT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT BUT IS INTENDED 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 CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN EQUITYTHIS SECTION. SELLER'S INITIALS BUYER'S INITIALS __________ __________[SIG] ------------------------ ------------------------

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF EVENT THAT BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT WOULD BE SUFFERED SELLER WILL INCUR 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 REASON THEREOF ARE AND WILL BE IMPRACTICABLE OR IMPRACTICAL AND EXTREMELY DIFFICULT TO FIXESTABLISH. BUYER AND SELLER, (II) LIQUIDATED IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER’S 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 BREACHA DEFAULT BY BUYER, SELLER HAVE AGREED THAT SUCH DAMAGES SHALL BE ENTITLED IN AN AMOUNT EQUAL TO RETAIN THE AMOUNT OF THE INITIAL DEPOSIT OR THE INCREASED DEPOSIT, IF MADE BY BUYER PURSUANT TO SECTION 3 ABOVE, AND THAT SUCH INITIAL DEPOSIT OR INCREASED DEPOSIT SHALL BE DELIVERED TO SELLER UPON SUCH DEFAULT BY BUYER, WITHOUT THE NECESSITY OF AN INSTRUCTION BY BUYER, AND RETAINED BY SELLER AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER WHICH DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF SELLER’S SOLE AND EXCLUSIVE REMEDY 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 AND FOR SUCH DEFAULT BY BUYER. WITHOUT LIMITING THE DEPOSIT OUT FOREGOING PROVISIONS OF THE ESCROWTHIS PARAGRAPH, SELLER SHALL WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE ALL HAD UNDER TEXAS LAW TO SEEK SPECIFIC PERFORMANCE OR ANY OTHER REMEDIES OR DAMAGES OTHER THAN LIQUIDATED DAMAGES. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH AND BY THEIR INITIALS AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer: MTC Seller: DM

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. 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 THE CLOSING DEADLINE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR ANY REASON, OTHER THAN NONSATISFACTION OF THE CONDITIONS SET FORTH IN ARTICLE 5 (TIMELY RAISED) OR A DEFAULT BY SELLER IF OR A MATERIAL BREACH BY SELLER OF ANY REPRESENTATION SET FORTH IN SECTION 6.4. GIVEN FLUCTUATIONS IN LAND VALUES, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT UNPREDICTABLE STATE OF THE ECONOMY AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE 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, THE PARTIES HEREBY AGREE THAT THE [*] DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF EXECUTION OF THIS AGREEMENT. SELLER SHALL BE ENTITLED HAVE THE RIGHT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 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 AS SELLER'S SOLE REMEDY AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS UNDER FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF 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 THIS SECTION SHALL NOT LIMIT 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 __________ __________* confidential treatment -------------------------- -------------------------- Seller's Initials Buyer's Initials

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 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 DUE TO BUYER'S BREACH OF THIS AGREEMENT AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND HAVE ENDEAVORED ESCROW HOLDER SHALL IMMEDIATELY DELIVER, DESPITE ANY INSTRUCTIONS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXTHE CONTRARY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF 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 ITS SOLE AND 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 THE EXTENT TO WHICH SELLER WOULD BE DAMAGED BY BUYER'S BREACH OF THIS AGREEMENT, IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL DAMAGES AS A RESULT OF SUCH BREACH BY BUYER. SELLER'S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS SELLER'S EXCLUSIVE REMEDY 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 REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER BREACH OF THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING ANYTHING TO THE FOREGOINGCONTRARY IN THIS PARAGRAPH 6.5, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES DEPOSIT AND THE PROVISIONS OF THIS PARAGRAPH 6.5 SHALL NOT LIMIT SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHTS TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS RECOVERY UNDER PARAGRAPHS 10.1 _________________ ________________ SELLER'S INITIALS BUYER'S INITIALS

Liquidated Damages. THE XXXXXX PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION HEREBY AGREE THAT THEY SHALL NOT BE ENTITLED TO ACTUAL DAMAGES UPON A TERMINATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED THAT IF THE XXXXXX PARTIES TERMINATE THIS AGREEMENT WHEN PERMITTED HEREUNDER PURSUANT TO REASONABLY ESTIMATE SUCH DAMAGESSECTION 6.1, THE XXXXXX PARTIES SHALL ONLY BE ENTITLED TO THE REFUNDABLE OPTION PAYMENT (OR THE NONREFUNDABLE OPTION PAYMENT, AS APPLICABLE), AS DESCRIBED ABOVE IN THIS ARTICLE. THEY THE XXXXXX PARTIES AGREE THAT (I) SUCH IT IS IMPOSSIBLE TO CALCULATE WHAT THEIR ACTUAL 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 BREACHA TERMINATION, SELLER SHALL BE ENTITLED AND THE XXXXXX PARTIES AGREE THAT THE SUM OF THE REFUNDABLE OPTION PAYMENT (OR THE NONREFUNDABLE OPTION PAYMENT, AS APPLICBLE) IS A REASONABLE ESTIMATION THEREOF. THEREFORE, THE XXXXXX PARTIES ACKNOWLEDGE THAT THEIR RIGHT TO RETAIN THE DEPOSIT REFUNDABLE OPTION PAYMENT (OR THE NONREFUNDABLE OPTION PAYMENT, AS SUCH APPLICABLE) SHALL CONSTITUTE LIQUIDATED DAMAGESDAMAGES AND THEIR SOLE RIGHT AND REMEDY UPON A TERMINATION BY THEM OF THIS AGREEMENT PURSUANT TO SECTION 6.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, AND (IV) NOTHING CONTAINED IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER THIS SECTION SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR LIMIT BPLP'S LIABILITY UNDER ITS INDEMNITY CONTAINED 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 __________ __________SECTION 7.2.

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 IS 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. ALL TIME LIMITS STATED IN THE PARTIES HAVE DISCUSSED LEASE AGREEMENT AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS WORK LETTER ARE OF THE DAMAGES ESSENCE OF THE CONTRACT AND THEREFORE SHOULD THE LESSOR FAIL TO PROVIDE SUBSTANTIAL COMPLETION OF THE BASE IMPROVEMENTS AND THE TENANT IMPROVEMENTS ON OR BEFORE THE SUBSTANTIAL COMPLETION DEADLINE (AS THE SAME MAY BE EXTENDED PURSUANT TO THE PROVISIONS OF THIS WORK LETTER), IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE LESSEE AND THE LESSOR THAT WOULD THE USE BY THE LESSEE OF THE PREMISES WILL BE SUFFERED CORRESPONDINGLY DELAYED, AND THAT BY SELLER IF REASON THEREOF, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT LESSEE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH THE PUBLIC WILL NECESSARILY SUFFER GREAT DAMAGES. THEY AGREE THAT ACCORDINGLY, IF LESSOR FAILS TO ACHIEVE SUBSTANTIAL COMPLETION OF THE BASE IMPROVEMENTS AND/OR THE TENANT IMPROVEMENTS BY THE SUBSTANTIAL COMPLETION DEADLINE (I) AS THE SAME MAY BE EXTENDED PURSUANT TO THE PROVISIONS OF THIS WORK LETTER), THEN, AS THE LESSEE’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR SUCH DAMAGES ARE DELAY AND WILL BE IMPRACTICABLE INSTEAD OF ANY ACTUAL DAMAGES, THE LESSOR SHALL PAY TO THE LESSEE PROMPTLY ON DEMAND BY THE LESSEE (OR EXTREMELY DIFFICULT THE LESSEE MAY CAUSE TRUSTEE TO FIXWITHHOLD THE SAME FROM AMOUNTS OTHERWISE PAYABLE UNDER THE BASE IMPROVEMENTS CONSTRUCTION CONTRACT AND/O R THE TENANT IMPROVEMENTS CONSTRUCTION CONTRACT), (II) AS COMPENSATION TO THE LESSEE FOR THE LOSS OF THE BENEF ICIAL USE OF THE PREMISES DURING THE PERIOD OF THE DELAY, BUT NOT AS A PENALTY, LIQUIDATED DAMAGES IN THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00) FOR EACH CALENDAR DAY THAT THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) SUBSTANTIAL COMPLETION OF THE PREMISES IS SO DELAYED BEYOND THE SUBSTANTIAL COMPLETION DEADLINE. THE PARTIES HERETO HEREBY AGREE THAT THE FOREGOING LIQUIDATED DAMAGES ARE FAIR AND WOULD BE REASONABLE AS A MEASURE AND COMPRISE THE SUM OF SUCH DAMAGES, (III) THE LESSEE’S DAMAGES IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN A DELAY IN SUBSTANTIAL COMPLETION. THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF PARTIES HERETO FURTHER AGREE THAT THE PAYMENT OF SUCH THE AMOUNTS DESCRIBED IN THIS SECTION 11.1.1 ABOVE AS 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 TO THE FAILURE OF THE CLOSING OWNER PURSUANT 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 AGREEMENT, 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. 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 (TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IT MAY IS DEPOSITED INTO ESCROW BY BUYER PURSUANT TO THE TERMS ABOVE, EXCLUDING ANY INTEREST ACCRUED THEREON, 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 MATERIAL BREACH OR DEFAULT OF SUCH DAMAGES, (III) THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHMATERIAL BREACH OR DEFAULT BY BUYER, SELLER SELLER, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED BELOW), SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IS DEPOSITED INTO ESCROW PURSUANT TO THE TERMS ABOVE (EXCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW, WHICH INTEREST SHALL BE PAID TO BUYER) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IS DEPOSITED INTO ESCROW PURSUANT TO THE TERMS ABOVE (EXCLUDING 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 PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER'S SOLE REMEDY (EXCEPT AS OTHERWISE PROVIDED BELOW) IN THE EVENT BUYER MATERIALLY BREACHES OR DEFAULTS IN ITS OBLIGATION TO PURCHASE THE PROPERTY HEREUNDER. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IF, FOLLOWING THE EXPIRATION OF THE CLOSING TO OCCURFEASIBILITY PERIOD, EXCEPT FOR: THE CONDITION IN SECTION 5.1.7 IS NOT SATISFIED (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS WAIVED IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED WRITING BY BUYER; (C) CLAIMS ON ACCOUNT OR BEFORE 5:00 P.M. PACIFIC TIME ON THE EXPIRATION OF THE FINANCING CONTINGENCY PERIOD, THEN THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY AND THE FIRST DEPOSIT MADE BY BUYER HEREUNDER SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND THE INTEREST ACCRUED ON THE FIRST DEPOSIT WHILE IN ESCROW SHALL BE PAID TO BUYER'S INDEMNITY OBLIGATIONS . THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, DEFENSE OR HOLD HARMLESS OBLIGATION OF 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 3.3 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 SECTION 3.3.

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 SALE 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 RELATED ASSETS AND THE GROUND LEASE OF THE FAILURE LAND TO LESSEE IS NOT CONSUMMATED SOLELY AS A RESULT OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY LESSEE’S BREACH 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 OBLIGATIONS UNDER THIS AGREEMENT, OWNER, BY WRITTEN NOTICE TO LESSEE, SHALL MAKE DEMAND FOR PERFORMANCE, AND IF LESSEE SHALL FAIL TO PERFORM WITHIN FIVE (D5) ATTORNEYS' FEES DAYS AFTER DELIVERY OF SUCH DEMAND, OWNER MAY TERMINATE THIS AGREEMENT. LESSEE AND COSTS INCURRED BY SELLER INCIDENT OWNER ACKNOWLEDGE AND AGREE THAT FIXING OWNER’S ACTUAL DAMAGES IN THE EVENT OF LESSEE’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO CLAUSES (A) THROUGH (C)DETERMINE. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT BUYER OBJECTS TOOF LESSEE’S BREACH OF SUCH OBLIGATIONS, FAILS THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT SHALL CONSTITUTE OWNER’S SOLE AND EXCLUSIVE RIGHT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE DEPOSIT OUT ACTUAL DAMAGES OWNER WOULD INCUR IN THE EVENT OF LESSEE’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. OWNER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES OTHER THAN AS SET FORTH IN THIS SECTION. BY INITIALING IN THE ESCROWSPACES WHICH FOLLOW, SELLER SHALL HAVE ALL OWNER AND LESSEE SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS SECTION 2.4 GOVERNING LIQUIDATED DAMAGES. SELLER'S INITIALS BUYER'S INITIALS __________ __________Owner (JS) Lessee (DWR)

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 INI IALS 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. 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 SUCH BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESWITHOUT LIMITATION, AND (IV) ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS 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 ESCROW TO CLOSE), THE CLOSING DAMAGES TO OCCURSELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE THE 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 COST ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS ANY DAMAGES, COSTS AND EXPENSES INCURRED 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 RESULTING FROM BUYER'S INDEMNITY DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER SECTIONS 3.7, 4.2, 6.13 AND 6.16 (WHICH DAMAGES, COSTS AND EXPENSES SHALL SURVIVE ANY CLOSING OR TERMINATION OF THIS AGREEMENTAGREEMENT AND ARE NOT LIMITED BY THIS SECTION 5.6), RECEIPT AND (D) ATTORNEYS' FEES RETENTION OF THE DEPOSIT SHALL BE THE SOLE AND COSTS INCURRED BY EXCLUSIVE REMEDY OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY BREACH OR DEFAULT BY 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 EQUITYHEREUNDER. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Buyer: Initials of Seller:

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: /s/ SH /s/ SH

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 DAMAGES. THEY AGREE THAT (I) SUCH ANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES ARE AND FOR BUYER'S DEFAULT WOULD BE REASONABLE: 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 Xxxxx'x Initials

Liquidated Damages. IF LANDLORD FAILS TO COMPLETE LANDLORD’S WORK BY THE PARTIES HAVE DISCUSSED SCHEDULED TURNOVER DATE (SUBJECT TO EXTENSION FOR CONSTRUCTION FORCE MAJEURE), LANDLORD SHALL PAY TO TENANT, AS LIQUIDATED DAMAGES, THE LIQUIDATED AMOUNT (HEREINAFTER DEFINED). IT IS HEREBY AGREED THAT THE LIQUIDATED AMOUNT CONSTITUTES LIQUIDATED DAMAGES TO WHICH TENANT IS ENTITLED HEREUNDER AND NEGOTIATED IN GOOD FAITH IS A REASONABLE FORECAST OF JUST COMPENSATION FOR THE QUESTION OF THE DAMAGES HARM THAT WOULD BE SUFFERED CAUSED BY SELLER IF LANDLORD'S FAILURE TO COMPLETE LANDLORD’S WORK BY THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SCHEDULED TURNOVER DATE. IT IS AGREED THAT THE HARM THAT WOULD BE CAUSED BY SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFAILURE, (II) LIQUIDATED DAMAGES IN THE AMOUNT WHICH INCLUDES, WITHOUT LIMITATION, LOAN CARRYING COSTS, LOSS OF EXPECTED USE OF THE DEPOSIT PROJECT AREAS, PROVISION OF ALTERNATE STORAGE FACILITIES AND RESCHEDULING OF MOVING AND OCCUPANCY DATES, IS ONE THAT IS INCAPABLE OR VERY DIFFICULT OF ACTUAL ESTIMATION. The “Liquidated Amount” is an amount equal to the sum of (AS IT MAY BE INCREASED FROM TIME TO TIMEx) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES$2,000 multiplied by the number of days between the Scheduled Turnover Date and the actual Turnover Date, plus (IIIy) IN THE EVENT OF SUCH BREACH$2,000 multiplied by the number of days (if any) between the date ninety (90) days after the Scheduled Turnover Date and the actual Turnover Date. Notwithstanding anything to the contrary contained in this Lease, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESin no event shall Tenant be entitled to the Liquidated Amount attributable to delays caused by Tenant Delay, AND or Construction Force Majeure. Tenant shall be entitled to deduct such credit, if any, against the first and (IVto the extent necessary) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESsubsequent installments of Annual Basic Rental due pursuant to the terms of this Lease but in no event shall Tenant be entitled to deduct more than 25% of any installment of Rental due hereunder; provided, 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 OCCURhowever, EXCEPT FOR: if Tenant exercises its right to terminate the Lease as provided below, then Landlord shall pay Tenant the Liquidated Amount in full within thirty (A30) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; days following such termination. If the actual Turnover Date has not occurred by the date one hundred twenty (B120) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; days after the Scheduled Turnover Date (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTas extended by Construction Force Majeure or Tenant Delay), AND then Tenant, in addition to its right to the Liquidated Amount, shall be entitled to terminate this Lease and upon any such termination, neither party shall have any further liability or obligation to the other party (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (Cother than Landlord’s obligation to pay the Liquidated Amount as provided above). 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. 7.7.1 SHOULD THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH CM FAIL TO SUBSTANTIALLY COMPLETE THE QUESTION PROJECT OR PHASE ON OR BEFORE THE DATE STIPULATED FOR SUBSTANTIAL COMPLETION OF THE PROJECT (OR SUCH LATER DATE AS MAY RESULT FROM EXTENSION OF TIME GRANTED BY OWNER), THE CM SHALL PAY OR THE OWNER MAY RETAIN FROM THE FUNDS OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS SUBSTANTIAL COMPLETION LIQUIDATED DAMAGES THAT WOULD BE SUFFERED BY SELLER IF FOR EACH CONSECUTIVE CALENDAR DAY BEYOND THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE ESTABLISHED IN THIS AGREEMENT AND HAVE ENDEAVORED THAT PROJECT FAILS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXACHIEVE SUBSTANTIAL COMPLETION AS DEFINED IN THIS AGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE WHICH SUM IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF SUCH DAMAGES, (III) IN DAMAGES WHICH 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 OWNER WILL SUSTAIN PER DAY BY FAILURE OF THE CLOSING CM TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR COMPLETE WORK WITHIN TIME AS STIPULATED; IT BEING RECOGNIZED BY THE RETURN OR OTHER DELIVERY OWNER AND THE CM THAT THE INJURY TO THE OWNER WHICH COULD RESULT FROM A FAILURE OF DOCUMENTS THE CM TO COMPLETE ON SCHEDULE IS UNCERTAIN AND CANNOT BE COMPUTED EXACTLY. THIS AMOUNT IS THE MINIMUM MEASURE OF DAMAGES THE OWNER WILL DATE OF EXECUTION OF THE AGREEMENT. THE FOLLOWING LIST SHALL TAKE PRECEDENCE OVER ANY INCONSISTENCIES IN CONNECTION WITH THE AMOUNTS OTHERWISE INCORPORATED INTO THIS AGREEMENT; . THE AMOUNTS IN THIS AGREEMENT SHALL ONLY BE REVISED BY WRITTEN AGREEMENT BETWEEN THE PARTIES. THE MONETARY AMOUNTS FOLLOW: GMP $(BTBD) ACTIONS COST OF WORK $(TBD) SUSTAIN DUE TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT DELAY IN THE COMPLETION OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTTHE WORK, WHICH SHALL INCLUDE BUT NOT BE LIMITED TO THE LOSS OF USE OF THE FACILITIES, THE RELOCATION OF STUDENTS AND SERVICES, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND (D) ATTORNEYS' FEES STORAGE OF FURNITURE AND COSTS INCURRED BY SELLER INCIDENT OTHER MATERIALS. THE INABILITY OF THE OWNER TO CLAUSES (A) THROUGH (C)CM CONSTRUCTION CONTINGENCY 1 % OWNER CONTINGENCY 3 % QUANTIFY ACTUAL DAMAGES SHALL NOT PREVENT THE RECOVERY OF LIQUIDATED DAMAGES. NOTWITHSTANDING 7.7.2 FOR EACH CONSECUTIVE CALENDAR DAY THAT THE FOREGOINGWORK REMAINS INCOMPLETE AFTER THE DATE ESTABLISHED FOR FINAL COMPLETION OF THE PROJECT, THE CM SHALL PAY OR OWNER WILL RETAIN FROM THE COMPENSATION OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS FINAL COMPLETION LIQUIDATED DAMAGES. THIS AMOUNT IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF DAMAGES THE OWNER WILL SUSTAIN DUE TO THE DELAY IN THE EVENT BUYER OBJECTS TOCOMPLETION OF ALL REMEDIAL WORK, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE DELAY IN THE CORRECTION OF THE DEPOSIT OUT DEFICIENT WORK, THE DISRUPTION TO THE SCHOOL AND THE LEARNING ENVIRONMENT, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND THE ESCROW, SELLER SHALL HAVE ALL OF INABILITY TO USE THE REMEDIES OTHERWISE AVAILABLE FACILITIES FULLY. THIS AMOUNT IS IN ADDITION TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE LIQUIDATED DAMAGES PRESCRIBED ABOVE FOR SUBSTANTIAL COMPLETION.

Liquidated Damages. THE PARTIES HAVE DISCUSSED CUSTOMER 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 BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY CUSTOMER AND/OR IN THE CASE CUSTOMER FAILS TO PAY RENT PURSUANT TO THIS AGREEMENT, SELLER THE DAMAGES TO OV WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND/OR IN THE EVENT OF A MATERIAL DEFAULT OR BREACH BY CUSTOMER, THE CONTENTS OF CUSTOMER’S VAULT (THE “VAULT CONTENTS”) SHALL SERVE AS LIQUIDATED DAMAGES, AS A REASONABLE ESTIMATE OF THE DAMAGES TO OV, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF STORING THE VAULT CONTENTS, PICK­UP AND DELIVERY COSTS INCURRED BY OV AT CUSTOMER’S DIRECTION AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. CUSTOMER’S ABANDONMENT OF THE VAULT CONTENTS AND THE RETENTION OF VAULT CONTENTS BY OV SHALL BE ENTITLED OV’S SOLE AND EXCLUSIVE REMEDY AGAINST CUSTOMER, AND OV WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST CUSTOMER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND PAYMENT OF PAST DUE RENT. THE RETENTION OF VAULT CONTENTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR HYPERLINK 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. OV HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON ANY SUCH BREACH OR DEFAULT BY CUSTOMER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO 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. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION ------------------ FAIL TO CLOSE 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 THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) 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 TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DEPOSIT. IN THE EVENT THAT THE ESCROW FAILS TO CLOSE AS A RESULT OF SUCH BREACHBUYER'S DEFAULT, THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (C) ESCROW AGENT SHALL DELIVER THE DEPOSIT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVD) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESALL TITLE AND ESCROW CANCELLATION CHARGES, SELLER IF ANY, SHALL BE DEEMED CHARGED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES BUYER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT REMEDIES WITH RESPECT TO (1) THE OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 13 HEREOF AND (2) THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE FAILURE TERMINATION 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. PURCHASER AND SELLERS AGREE THAT THE PARTIES HAVE DISCUSSED ACTUAL DAMAGES, INCLUDING ANY ATTORNEYS’ FEES, LOST PROFITS AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT OPPORTUNITY COSTS, FOR FAILURE TO CLOSE DUE TO PURCHASER’S MATERIAL BREACH HEREUNDER WOULD BE SUFFERED BY SELLER IF EXTREMELY DIFFICULT TO MEASURE AND THAT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY EXXXXXX MONEY DEPOSIT IS A REASONABLE ESTIMATE 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 BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT THAT THE TRANSACTION FAILS TO CLOSE AS SET FORTH HEREIN DUE SOLELY TO A MATERIAL BREACH OF SUCH BREACHTHIS AGREEMENT BY PURCHASER, SELLER THIS AGREEMENT SHALL TERMINATE, ESCROW SHALL BE CANCELED AND SELLERS SHALL THEN, AND ONLY THEN, BE ENTITLED TO RETAIN THE DEPOSIT EXXXXXX MONEY DEPOSIT, TOGETHER WITH INTEREST THEREON AT THE ANNUAL RATE OF 5%, AS LIQUIDATED DAMAGES AND AS SELLERS’ SOLE RIGHT TO DAMAGES OR OTHER RELIEF. IF CLOSING DOES NOT OCCUR FOR ANY OTHER REASON, SELLERS SHALL RETURN THE EXXXXXX MONEY DEPOSIT, TOGETHER WITH INTEREST THEREON AT THE ANNUAL RATE OF 5%, TO PURCHASER WITHIN ONE (1) BUSINESS DAY OF RECEIPT OF A WRITTEN DEMAND FROM PURCHASER. IN SUCH LIQUIDATED EVENT, PURCHASER SHALL HAVE NO FURTHER OBLIGATION TO SELLERS UNDER THIS AGREEMENT. IF ANY SELLER HAS BREACHED THIS AGREEMENT, PURCHASER SHALL BE ENTITLED TO (I) SPECIFIC PERFORMANCE OF THIS AGREEMENT, SELLERS HEREBY IRREVOCABLY AGREEING THAT SUCH REMEDY IS APPROPRIATE AND THAT PURCHASER SHALL NOT BE REQUIRED TO INSTITUTE ARBITRATION PURSUANT TO ARTICLE 27, BUT SHALL HAVE THE RIGHT TO IMMEDIATELY FILE AN ACTION IN LOS ANGELES COUNTY SUPERIOR COURT TO OBTAIN SUCH SPECIFIC PERFORMANCE AND RELATED INJUNCTIVE RELIEF, OR (II) IF SPECIFIC PERFORMANCE CANNOT BE DELIVERED BY SELLER, AN ACTION FOR DAMAGES IN LIEU OF AN ACTION FOR SPECIFIC PERFORMANCE, PROVIDED, WITH RESPECT TO PURCHASER’S RIGHT TO ELECT TO SEEK MONETARY DAMAGES, PURCHASER AND (IV) IN CONSIDERATION OF SELLERS AGREE THAT THE PAYMENT OF SUCH LIQUIDATED ACTUAL DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS INCLUDING ANY ATTORNEYS’ FEES, LOST PROFITS AND OPPORTUNITY COSTS, FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TRANSACTION TO OCCUR, EXCEPT FOR: CLOSE DUE TO SELLERS’ MATERIAL DEFAULT HEREUNDER WOULD BE EXTREMELY DIFFICULT TO MEASURE AND THAT THE AMOUNT OF FIVE MILLION DOLLARS (A$5,000,000) CLAIMS FOR IS A REASONABLE ESTIMATE OF SUCH DAMAGES AND PURCHASER SHALL BE ENTITLED TO SUCH $5,000,000 AS LIQUIDATED DAMAGES FROM SELLERS (IN ADDITION TO RECEIVING THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (BEXXXXXX MONEY DEPOSIT BACK FROM SELLERS) ACTIONS AND DAMAGES AGAINST SELLERS SHALL BE LIMITED 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, SUCH $5,000,000. SELLERS AND (D) ATTORNEYS' FEES PURCHASER FURTHER ACKNOWLEDGE THAT THEY HAVE READ AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING UNDERSTAND THE FOREGOING, IN 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 FOREGOING LIQUIDATED DAMAGES PROVISION AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ BAS Initials for Purchaser /s/ MC Initial for Sellers /s/ MC /s/ MC

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 ADDITIONAL DEPOSITS MADE BY BUYER PURSUANT TO SECTION 5.1.1 AND 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 18.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE 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 TO REASONABLY ESTIMATE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER 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 EQUITYTIME THIS AGREEMENT WAS EXECUTED. ----------------------- -------------------- /s/ MOH /s/ WK ----------------------- -------------------- 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. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED BY PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER’S MATERIAL DEFAULT (HEREAFTER DEFINED IN SECTION 11.1 BELOW) IN PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY, SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES MAY 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) RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ACCORDANCE WITH SECTION 11.4. BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH SELLER ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES, (III) IN THE EVENT OF SUCH BREACHBUYER’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SELLER SHALL BE ENTITLED IN THE EVENT OF BUYER’S MATERIAL BREACH OF ITS OBLIGATION TO RETAIN PURCHASE THE PROPERTY, THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SHALL CONSTITUTE SELLER’S SOLE AND (IV) IN CONSIDERATION EXCLUSIVE RIGHT TO DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE PAYMENT ACTUAL DAMAGES SELLER WOULD INCUR AS A RESULT OF SUCH LIQUIDATED DAMAGES, SELLER BUYER’S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE FOREGOING SHALL BE DEEMED NOT LIMIT SELLER’S RIGHT 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 RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO EXPUNGE A LIS PENDENS SPECIFIC PERFORMANCE OR DAMAGES OTHER CLOUDS ON TITLE CAUSED THAN AS SET FORTH IN THIS SECTION 2.2.5. 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, INITIALING IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWSPACES WHICH FOLLOW, SELLER SHALL HAVE ALL AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION 2.2.5 GOVERNING LIQUIDATED DAMAGES.

Liquidated Damages. IF, AND ONLY IF, BUYER SHALL DEFAULT BY FAILING TO CLOSE THIS TRANSACTION WITHOUT LEGAL EXCUSE, SELLER’S SOLE AND EXCLUSIVE REMEDY BY REASON THEREOF SHALL BE TO TERMINATE THIS AGREEMENT AND, UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE PARTIES HAVE DISCUSSED DEPOSIT (AND NEGOTIATED IN GOOD FAITH THE QUESTION OF ANY INTEREST EARNED THEREON) AS LIQUIDATED DAMAGES FOR BUYER’S DEFAULT HEREUNDER, IT BEING AGREED THAT THE DAMAGES BY REASON OF BUYER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, 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 THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEAND ANY INTEREST THEREON) ARE AND WOULD BE REPRESENTS THE PARTIES’ REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, DAMAGES AND THEREAFTER BUYER AND SELLER SHALL BE ENTITLED HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE THAT ARE EXPRESSLY PROVIDED IN THIS AGREEMENT TO RETAIN SURVIVE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF TERMINATION HEREOF. 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 BE DEEMED PURSUANT TO HAVE WAIVED ALL CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IF SELLER PROPERLY TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND BUYER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING 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 ANY LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN THE NAMED BUYER (AND ANY PERMITTED ASSIGNEE OF BUYER’S INTEREST HEREUNDER) SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF SUCH ACTION TO CONTEST BY BUYER; (C) CLAIMS ON ACCOUNT PROVIDED, THAT THE FOREGOING SHALL NOT BE DEEMED TO PROHIBIT BUYER FROM FILING AN ACTION FOR SPECIFIC PERFORMANCE AS PROVIDED IN PARAGRAPH 18 OR FROM CHALLENGING SELLER’S RIGHT TO TERMINATE THIS AGREEMENT WITH THE UNDERSTANDING AND LIMITATION THAT BUYER MAY NOT UNDER ANY CIRCUMSTANCES BE PERMITTED TO FILE ANY LIEN LIS PENDENS OR OTHER FORM OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING ATTACHMENT AGAINST THE FOREGOING, PROPERTY IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE CONNECTION WITH SUCH ACTION FOR SPECIFIC PERFORMANCE 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 EQUITYCHALLENGE. SELLER'S INITIALS ’S INITIALS: JS JC BUYER'S INITIALS ’S INITIALS: __________ __________

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 NONREFUNDABLE 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 SELLERAND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. --------------------------- ------------------------- RPB THK --------------------------- ------------------------- BUYER'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. INITIALS SELLER'S INITIALS BUYER'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 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. 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: /s/ SH /s/ SH

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 NONREFUNDABLE 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 EQUITYTIME THIS AGREEMENT WAS EXECUTED. SELLER'S INITIALS BUYER'S INITIALS __________ __________---------------- ----------------- Buyer's Initials Seller's 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 LANDLORD AND TENANT HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER LANDLORD IF TENANT ISSUES A TENANT EXERCISE NOTICE BUT FAILS TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES FOR SALE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT SECTION 1.7 AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH 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 3.0% OF THE DEPOSIT PURCHASE PRICE STATED IN THE PURCHASE ROFO NOTICE (AS IT MAY THE “LD AMOUNT”) WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE LANDLORD IS ENTITLED TO RETAIN THE DEPOSIT LD AMOUNT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER LANDLORD SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF TENANT TO PURCHASE THE CLOSING TO OCCURFOR SALE PROPERTY, EXCEPT FORBUT 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 OTHER CLOUDS ON TITLE CAUSED BY BUYERTENANT; (CB) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY TENANT’S OTHER 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 __________ __________LEASE; AND

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 SUCH BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESWITHOUT LIMITATION, AND (IV) ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS 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 ESCROW TO CLOSE), THE CLOSING DAMAGES TO OCCURSELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE THE 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 COST ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS ANY DAMAGES, COSTS AND EXPENSES INCURRED 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 RESULTING FROM BUYER'S DEFAULT, OR BREACH OF ITS INDEMNITY OBLIGATIONS UNDER SECTIONS 3.5 AND 6.16 (WHICH DAMAGES, COSTS AND EXPENSES SHALL SURVIVE ANY CLOSING OR TERMINATION OF THIS AGREEMENTAGREEMENT AND ARE NOT LIMITED BY THIS SECTION 5.6), RECEIPT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY RETENTION OF THE DEPOSIT SHALL BE THE SOLE DAMAGES OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY BREACH OR DEFAULT BY 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 EQUITYHEREUNDER. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ PSD. / [ILLEGIBLE] /s/ [ILLEGIBLE] ------------------------ ---------------- Seller's Initials Buyer's Initials

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. 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. 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. REMEDIES. IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTIES IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION TO BUYER'S OBLIGATION TO PURCHASE OR SELLERS' INABILITY TO PERFORM HEREUNDER (OTHER THAN ANY SUCH FAILURE OR INABILITY CAUSED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE A DEFAULT BY 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 FIXHEREUNDER), (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THEN 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 RETURNED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESBUYER, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESBUYER'S SOLE REMEDY, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EQUITY, SHALL BE THE RETURN OF THE FAILURE DEPOSIT, PROVIDED, THAT IF THE SALE OF THE CLOSING TO OCCURPROPERTIES IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLERS, EXCEPT FOR: BUYER MAY EITHER (A) CLAIMS FOR TERMINATE THIS AGREEMENT BY WRITTEN NOTICE OF TERMINATION TO SELLERS, WHEREUPON THE RETURN DEPOSIT SHALL BE IMMEDIATELY RETURNED TO BUYER, 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 CONTINUE THIS AGREEMENT PENDING BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTACTION FOR SPECIFIC PERFORMANCE, IN WHICH LATTER EVENT BUYER, AS A CONDITION TO SUCH ACTION, SHALL NOT BE PERMITTED TO SEEK DAMAGES AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL NOT ACCEPT RETURN OF THE DEPOSIT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE SALE OF ONE OR MORE, BUT NOT ALL, OF THE PROPERTIES IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF ONE OR MORE OF THE SELLERS, THE BUYER OBJECTS TOMAY ELECT TO (I) CONSUMMATE THE PURCHASE OF THE PROPERTY OR PROPERTIES AS TO WHICH NO SUCH DEFAULT HAS OCCURRED (AND THE PURCHASE PRICE PAYABLE AT THE CLOSING SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE ALLOCATED PURCHASE PRICE SET FORTH ON EXHIBIT A FOR THE PROPERTY OR PROPERTIES THAT ARE NOT SOLD TO THE BUYER AS A RESULT OF SUCH DEFAULT) AND (II) EITHER (A) TERMINATE ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE PROPERTY OR PROPERTIES AS TO WHICH SUCH A DEFAULT HAS OCCURRED BY WRITTEN NOTICE OF TERMINATION TO SELLERS, FAILS OR (B) CONTINUE THIS AGREEMENT WITH RESPECT TO COOPERATE WITH SUCH PROPERTY OR OTHERWISE OPPOSES SELLERPROPERTIES PENDING BUYER'S WITHDRAWAL ACTION FOR SPECIFIC PERFORMANCE, IN WHICH LATTER EVENT BUYER, AS A CONDITION TO SUCH ACTION, SHALL NOT BE PERMITTED TO SEEK DAMAGES (IT BEING UNDERSTOOD THAT IF THE BUYER MAKES THE ELECTION DESCRIBED IN THIS SENTENCE NO PART OF THE DEPOSIT OUT SHALL BE RETURNED TO THE BUYER). FOR THE PURPOSES OF THE ESCROWFOREGOING PARAGRAPH, ANY SUCH DEFAULT BY A SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE OR SELLERS WITH RESPECT TO SELLER A PROPERTY OR PROPERTIES SHALL, AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ELECTION, ALSO BE DEEMED A DEFAULT WITH RESPECT TO ANY OTHER PROPERTY OR PROPERTIES OWNED BY SUCH DEFAULTING SELLER AND THE BUYER MAY, UPON THE MAKING OF SUCH ELECTION, TERMINATE ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ALL PROPERTIES OWNED BY SUCH SELLER.

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 TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE THE RIGHTS AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OBLIGATIONS OF THE PARTIES SHALL TERMINATE AND THE DEPOSIT (AS IT MAY THEN HELD BY ESCROW HOLDER SHALL BE INCREASED FROM TIME RELEASED TO TIME) ARE SELLER. IN ADDITION, BUYER SHALL BE RESPONSIBLE FOR ALL ESCROW CANCELLATION AND WOULD OTHER CHARGES REQUIRED TO BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID TO ESCROW HOLDER. IN THE EVENT OF ANY SUCH BREACHDEFAULT BY BUYER, 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 LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER WHICH SUM SHALL BE PRESUMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT BE A REASONABLE ESTIMATE OF THE FAILURE AMOUNT 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 ACTUAL DAMAGES SUSTAINED BY SELLER INCIDENT BY REASON OF SUCH BUYER DEFAULT. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO CLAUSES (A) THROUGH (C)FIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN, SHOULD A BUYER DEFAULT OCCUR. NOTWITHSTANDING THE FOREGOINGIMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, IN WITHOUT LIMITATION, THE EVENT FACT THAT THE PROPERTY IS UNIQUE. BASED ON THE FOREGOING AND OTHER CONSIDERATIONS, BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, AND SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO A BUYER DEFAULT WHICH IS NOT CURED PRIOR TO THE PARTIES HAVE DISCUSSED EXPIRATION OF ALL APPLICABLE NOTICE AND NEGOTIATED IN GOOD FAITH CURE PERIODS (SUCH BUYER DEFAULT TO INCLUDE, BUT NOT LIMITED TO, BUYER’S FAILURE TO TIMELY FUND THE QUESTION PURCHASE PRICE AND ACQUIRE THE PROPERTY SUBSEQUENT TO BUYER PROVIDING A NOTICE OF THE DAMAGES THAT WOULD APPROVAL), 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, (II) LIQUIDATED DAMAGES IN ASCERTAIN FOR 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 FORFOLLOWING REASONS: (A) CLAIMS 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 RETURN OR OTHER DELIVERY CLOSE OF DOCUMENTS ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON TITLE CAUSED BY BUYEROPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (C) CLAIMS IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON ACCOUNT WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF BUYER'S INDEMNITY OBLIGATIONS UNDER THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSE OF ESCROW. FURTHERMORE, BUYER ACKNOWLEDGES SELLER HAD OTHER OPPORTUNITIES TO SELL THE PROPERTY AND RELIED UPON THE REPRESENTATIONS OF BUYER THAT IT WOULD PERFORM AND PURCHASE THE PROPERTY FROM SELLER. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BUYER 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, THE SUM REPRESENTED BY THE BUYER’S DEPOSIT SHALL NOT BE DEEMED OR INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND, EXCEPT AS PROVIDED BELOW, 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 TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT FAILURE TO CLOSE ESCROW RESULTING FROM ANY REASONS SHALL BE LIMITED TO SUCH AMOUNT, PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION APPLY TO ANY BREACH OF BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THE ACCESS AGREEMENT AND SECTION 2.5 OF THIS AGREEMENT; PROVIDED FURTHER THAT IN NO EVENT SHALL SELLER BE ENTITLED TO RECEIVE OR RECOVER FROM BUYER ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, OR LOST PROFITS. BUYER HAS REVIEWED THE EFFECT OF THIS PROVISION WITH LEGAL COUNSEL AND HAS AGREED THAT SUCH DAMAGES ARE A REASONABLE AND FAIR ESTIMATE OF THE ESCROWDAMAGES SELLER WILL SUSTAIN. BY INITIALING THIS PROVISIONS IN THE SPACES BELOW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN EQUITYTHIS SECTION. /s/ PVM /s/ WRB /s/ JMB /s/ ML SELLER'S ’S INITIALS BUYER'S INITIALS __________ __________’S INITIALS