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

Liquidated Damages. 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. Seller __________ Buyer __________

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. 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. 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 AN 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)IN COLLECTION OPTIONEE’S LIQUIDATED SUM. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionors: Initials of Optionee: /s/ SH /s/ SH

Liquidated Damages. 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. 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. 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. 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 REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 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. 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, 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 JC JC Seller GL Buyer

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, 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 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 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 MEMBER 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. 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. IF BUYER BREACHES ITS OBLIGATIONS UNDER THE PARTIES HAVE DISCUSSED AGREEMENT, AND NEGOTIATED SELLER TERMINATES THE AGREEMENT IN GOOD FAITH THE QUESTION ACCORDANCE WITH SECTION 6.2 OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AGREEMENT, 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 PAYMENT 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 CONSTITUTE AND BE ENTITLED DEEMED TO RETAIN BE THE DEPOSIT AS SUCH AGREED AND LIQUIDATED DAMAGESDAMAGES OF SELLER, AND (IV) IN CONSIDERATION OF SHALL BE PAID TO SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY. THE PAYMENT OF SUCH DEPOSIT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER AGREES TO AND DOES HEREBY WAIVE ALL OTHER CLAIMS FOR DAMAGES OR RELIEF REMEDIES AGAINST BUYER WHICH SELLER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY ON ACCOUNT BY REASON OF SUCH BREACH BY BUYER INCLUDING WITHOUT LIMITATION THE REMEDY OF SPECIFIC PERFORMANCE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE FAILURE STATEMENTS MADE ABOVE. BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE AND AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE EXTREMELY DIFFICULT, COSTLY AND IMPRACTICAL TO ESTABLISH DAMAGES OF SELLER. ACCORDINGLY, BOTH BUYER AND SELLER, BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, DO HEREBY ACKNOWLEDGE AND AGREE THAT TERMS SET FORTH IN SECTION 6.2 OF THE CLOSING AGREEMENT AND THIS SECTION 8 ARE NEGOTIATED AND REASONABLE AND INTENDED 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 __________ __________BE LIQUIDATED DAMAGES.

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.  APPLICABLE ONLY IF THIS BOX HAS BEEN CHECKED AND BOTH PARTIES HAVE INITIALED BELOW. If CITY seeks monetary damages for CONTRACTOR’S failure to complete all of the services required hereunder by the completion date set forth in Exhibit “B” (the “Completion Date”), CONTRACTOR shall be required to pay to CITY Dollars ($ ) per day for each day beyond the Completion Date that any of such services remain uncompleted; provided, however, that nothing herein shall be deemed to limit CITY’s remedy for CONTRACTOR’s failure to complete all services required hereunder by the Completion Date to seeking monetary damages, and CITY shall be entitled to pursue any other equitable remedy permitted by law, including, without limitation, specific performance. THE PARTIES HAVE DISCUSSED AND NEGOTIATED HERETO AGREE THAT THE AMOUNT SET FORTH IN GOOD FAITH THIS SECTON 7.4 (THE QUESTION “DAMAGE AMOUNT”) CONSTITUTES A REASONABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT CITY WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUFFER DUE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT CONTRACTOR’S FAILURE TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT COMPLETE ALL OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION CONSIDERING ALL OF THE PAYMENT CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE 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 INCLUDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL RELATIONSHIP OF THE DEPOSIT OUT DAMAGE AMOUNTS TO THE RANGE OF HARM TO CITY, THAT REASONABLY COULD BE ANTICIPATED AND THE ESCROW, SELLER ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 7.4 SHALL HAVE BE THE SOLE DAMAGES REMEDY FOR CONTRACTOR’S FAILURE TO COMPLETE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR SERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, BUT NOTHING IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION

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. Seller’s Initials Buyer’s Initials

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

Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE PARTIES HAVE DISCUSSED AND NEGOTIATED PROPERTY IN GOOD FAITH ACCORDANCE WITH THE QUESTION TERMS OF THIS AGREEMENT, THE ENTIRE AMOUNT OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES FOR SUCH DEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED DIFFICULT OR IMPOSSIBLE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE DETERMINE, 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 IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF SUCH BREACH, THIS AGREEMENT. BUYER AND SELLER SHALL BE ENTITLED AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER (EXCEPT AS SUCH LIQUIDATED DAMAGES, AND (IVOTHERWISE PROVIDED BELOW) FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IN CONSIDERATION BREACH OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNTS 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 PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING CONTAINED IN THE FOREGOING SHALL BE DEEMED SERVE TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES WAIVE OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: OTHERWISE LIMIT (A) SELLER’S REMEDIES OR DAMAGES FOR CLAIMS FOR OF SELLER AGAINST BUYER WITH RESPECT TO ANY OBLIGATIONS OF BUYER THAT, BY THE RETURN OR OTHER DELIVERY TERMS OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; , SURVIVE THE CLOSE OF ESCROW OR ANY TERMINATION OF THIS AGREEMENT BEFORE THE CLOSE OF ESCROW, OR (B) ACTIONS SELLER’S RIGHTS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OBTAIN FROM BUYER ALL COSTS AND EXPENSES OF BUYER'S INDEMNITY OBLIGATIONS UNDER ENFORCING THIS AGREEMENTLIQUIDATED DAMAGE PROVISION, INCLUDING LEGAL COSTS. ACCEPTED AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS AGREED 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 Buyer

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

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

Liquidated Damages. 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 FIXIF BUYER DEFAULTS UNDER 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 AS A MEASURE OF SUCH DAMAGES, (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 WITH ALL INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES OR COMPENSATION, AS THE CASE MAY BE, UNDER THIS AGREEMENT AND SUCH RECOVERY OF SUCH LIQUIDATED DAMAGES, SELLER THE XXXXXXX MONEY DEPOSIT 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 ’S 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 16. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT THE REMEDIES SELLER SHALL HAVE TO ENFORCE ANY RIGHTS IT HAS AGAINST BUYER UNDER THE INDEMNITY PROVISIONS OF SECTIONS 3.4, 13 OR 34. EXCEPT IN THE CASE OF A BUYER BREACH OR DEFAULT UNDER THIS AGREEMENT (IN WHICH CASE THE XXXXXXX MONEY SHALL BE PAID TO SELLER) OR IN THE EVENT THE CLOSING OCCURS (IN WHICH CASE THE XXXXXXX MONEY DEPOSIT SHALL BE APPLIED AGAINST THE PURCHASE PRICE), THE XXXXXXX MONEY DEPOSIT SHALL IN ALL OTHER INSTANCES BE RETURNED TO BUYER OBJECTS TO, FAILS IN THE EVENT THAT THIS AGREEMENT IS TERMINATED OR THE TRANSACTIONS CONTEMPLATED HEREIN FAIL 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 EQUITYCLOSE. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ ASY Buyer’s initials Seller’s initials

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

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

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

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

Liquidated Damages. 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. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF ALL OF THE DAMAGES THAT WOULD CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY BUYER AND IF BUYER SHOULD FAIL TO CONSUMMATE THIS TRANSACTION FOR ANY REASON OTHER THAN SELLER’S DEFAULT, FAILURE OF A CONDITION TO BUYER’S OBLIGATION TO CLOSE, OR THE EXERCISE BY BUYER OF AN EXPRESS RIGHT OF TERMINATION GRANTED HEREIN, SELLER’S SOLE REMEDY IN SUCH EVENT SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TO TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT RECEIVE AND RETAIN THE EXXXXXX MONEY (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXSO MUCH OF IT AS HAS BEEN DEPOSITED BY SELLER WITH ESCROW HOLDER), (II) INCLUDING THE INTEREST EARNED THEREON, AS 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 WAIVING ALL OTHER RIGHTS OR REMEDIES 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 DEFAULT BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER OBJECTS TOUNDER THIS AGREEMENT WILL BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ BEST ESTIMATE OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE SUCH DAMAGES AND ARE FAIR AND REASONABLE UNDER ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________EXISTING CIRCUMSTANCES.

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

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

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

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

Liquidated Damages. 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 EQUITYABOVE STATEMENTS AND ITS AGREEMENT WITH THEM. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/RH /s/LR Seller’s Initials Buyer’s Initials

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. 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 EQUITYABOVE STATEMENTS AND ITS AGREEMENT WITH THEM. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ RH /s/ LR Seller’s Initials Buyer’s Initials

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. 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. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING LANDLORD DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT SUBSTANTIALLY COMPLETE THE PREMISES BY THE ESTIMATED COMMENCEMENT DATE, THEN TENANT, AS ITS SOLE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND EXCLUSIVE REMEDY, WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT ENTITLED TO FIX, (II) RECEIVE LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO TENANT'S PROXIMATE DAMAGES CAUSED BY SUCH FAILURE BUT NOT TO EXCEED ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) FOR EACH DAY OF DELAY BETWEEN THE AMOUNT OF ESTIMATED COMMENCEMENT DATE AND THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DATE LANDLORD SUBSTANTIALLY COMPLETES THE PREMISES. IN THE EVENT OF SUCH BREACHA DELAY, SELLER SHALL TENANT WILL BE DAMAGED AND WILL BE ENTITLED TO RETAIN COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN BECAUSE THE DEPOSIT AS PROOF OF THE AMOUNT OF SUCH LIQUIDATED DAMAGES WILL BE BASED ON OPINIONS OF SUCH DAMAGES, WHICH CAN VARY IN SIGNIFICANT AMOUNTS, AND (IV) IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS LEASE IS MADE THE AMOUNT OF SUCH DAMAGES. LANDLORD DESIRES TO LIMIT THE Landlord Initials: EC JN -------------- Tenant Initials: RR 1185557.05-10/1.97 AMOUNT OF DAMAGES FOR WHICH LANDLORD MIGHT BE LIABLE SHOULD LANDLORD FAIL TO SUBSTANTIALLY COMPLETE THE PREMISES AS AFORESAID. LANDLORD AND TENANT WISH TO AVOID THE COST AND LENGTHY DELAYS WHICH WOULD RESULT IF TENANT FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR SUCH FAILURE TO TIMELY DELIVER. THEREFORE, IF LANDLORD FAILS TO TIMELY SUBSTANTIALLY COMPLETE THE PREMISES AS DESCRIBED ABOVE. THE FOREGOING AMOUNT OF LIQUIDATED DAMAGES SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF TENANT'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE, AND TENANT'S SOLE AND EXCLUSIVE REMEDY 1N THE EVENT OF A DELAY IN THE SUBSTANTIAL COMPLETION OF THE PREMISES. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL TENANT WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT INCLUDING ANY RIGHTS TENANT MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE FAILURE OF CALIFORNIA CIVIL CODE. LANDLORD SHALL PAY SUCH LIQUIDATED DAMAGES TO TENANT WITHIN TEN (10) DAYS AFTER LANDLORD SUBSTANTIALLY COMPLETES THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR PREMISES IN ACCORDANCE WITH 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 __________ __________WORK LETTER.

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 THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS

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 TO DRAW ON AND RETAIN PART OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ALL OF THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME LETTER OF CREDIT PURSUANT TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSELLER’S RIGHTS UNDER THE LEASE, (III) IN THE EVENT OF SUCH BREACH, SELLER PLUS ANY INTEREST ACCRUED THEREON WHICH SHALL BE ENTITLED PAID TO RETAIN SELLER ("LIQUIDATED AMOUNT"), WITH ANY INTEREST ACCRUED ON THE DEPOSIT AS SUCH LIQUIDATED DAMAGESLETTER OF CREDIT AMOUNT TO BE RETAINED BY SELLER, AND (IV) IN CONSIDERATION UPON RECEIPT OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, AMOUNT 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 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 ’S INITIALS JI BUYER'S ’S INITIALS __________ __________RA

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

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

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE PROPERTY AND SUCH FAILURE CONSTITUTES A BREACH OF THIS AGREEMENT, BUYER, BY ITS INITIALS FOLLOWING THIS SECTION, AGREES THAT THE DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR SUCH BREACH AND FAILURE TO CLOSE BY BUYER. THE PAYMENT OF SUCH AMOUNT IS NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 OR SIMILAR AUTHORITIES, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. BUYER AND SELLER AGREE THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES AFORESAID SUM IS A FAIR AND REASONABLE AMOUNT FOR LIQUIDATED DAMAGES FOR SUCH A BREACH AND FAILURE TO CLOSE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS ENTERED INTO. ESCROW HOLDER IS HEREBY AUTHORIZED AND HAVE ENDEAVORED INSTRUCTED TO REASONABLY ESTIMATE RELEASE SUCH DAMAGESSUMS TO SELLER UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS TO ESCROW HOLDER BY SELLER, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. THEY AGREE SELLER ACKNOWLEDGES AND AGREES THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT SELLER'S RETENTION OF THE DEPOSIT (AND THE ACCRUED INTEREST THEREON PURSUANT TO THIS SECTION SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AS IT MAY BE INCREASED FROM TIME TO TIMESUCH DEFAULT(S) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) FAILURE TO CLOSE IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ANY DEFAULT(S) AND FAILURE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, CLOSE BY BUYER. IT IS UNDERSTOOD AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED AGREED THAT THIS SECTION APPLIES ONLY TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF BUYER TO CLOSE THE CLOSING TO OCCURESCROW, EXCEPT FOR: (A) CLAIMS FOR THE RETURN WHICH FAILURE IS A DEFAULT OR OTHER DELIVERY BREACH OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS . AS USED HEREIN, ALL REFERENCES TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED THE "DEPOSIT" SHALL MEAN THE AGGREGATE AMOUNT THEN HELD BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT ESCROW HOLDER PURSUANT TO CLAUSES (A) THROUGH (C)ARTICLE 4. NOTWITHSTANDING THE FOREGOING, (a) IN NO EVENT SHALL THIS SECTION 7.3 LIMIT THE EVENT BUYER OBJECTS TO, FAILS DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY (i) UPON SUCH OTHER PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO COOPERATE THIS AGREEMENT OR (ii) UPON OR WITH OR OTHERWISE OPPOSES RESPECT TO THIRD PARTY CLAIMS AND (b) THIS SECTION 7.3 SHALL NOT LIMIT SELLER'S WITHDRAWAL RIGHT TO RECOVER COSTS, EXPENSES AND ATTORNEYS' FEES TO ENFORCE THE PROVISIONS OF THIS SECTION 7.3. NOTWITHSTANDING ANYTHING TO THE DEPOSIT OUT OF THE ESCROWCONTRARY HEREIN, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. NEITHER BUYER'S DEFAULT HEREUNDER NOR SELLER'S INITIALS BUYER'S INITIALS __________ __________TERMINATION OF THIS AGREEMENT AS A RESULT THEREOF SHALL TERMINATE THE LEASE. ----------------- ----------------- Seller's Initials Buyer's Initials

Liquidated Damages. CONFIDANT AGREES THAT ANY BREACH OF VIOLATION BY CONFIDANT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, BY DISCLOSURE TO ANY THIRD PARTIES OF CONFIDENTIAL INFORMATION, SHALL RESULT IN SUBSTANTIAL DAMAGES AND INJURY TO PROTECTED PARTY, THE PRECISE AMOUNT OF WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. ACCORDINGLY, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN MADE A REASONABLE, GOOD FAITH THE QUESTION ATTEMPT TO ESTIMATE A FAIR COMPENSATION TO PROTECTED PARTY FOR POTENTIAL LOSSES AND DAMAGES TO PROTECTED PARTY AS A RESULT 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 A BREACH AND, THEREFORE, FURTHER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT IN ADDITION TO FIX, (II) LIQUIDATED DAMAGES IN BEING ENTITLED TO RECOVER FROM CONFIDANT THE FULL AMOUNT 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 MONEY OR OTHER DELIVERY OF DOCUMENTS CONSIDERATION DERIVED BY CONFIDANT IN CONNECTION WITH THE DISCLOSURE BY CONFIDANT OF ANY CONFIDENTIAL INFORMATION, CONFIDANT WILL ALSO BE OBLIGATED TO PAY, AND AGREES TO PAY TO PROTECTED PARTY, THE SUM OF FIFTY THOUSAND DOLLARS ($50,000) AS A REASONABLE AND FAIR AMOUNT OF LIQUIDATED DAMAGES TO COMPENSATE PROTECTED PARTY FOR ANY LOSS OR DAMAGE RESULTING FROM EACH BREACH BY CONFIDANT OF THE TERMS HEREOF. THE PARTIES HERETO FURTHER AGREE THAT SUCH SUM BEARS A REASONABLE AND PROXIMATE RELATIONSHIP TO THE ACTUAL DAMAGES THAT PROTECTED PARTY WILL SUFFER FROM EACH AND EVERY BREACH OF THE TERMS OF THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED 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: 35.2.2

Liquidated Damages. THE PARTIES SELLER AND BUYER HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY POSSIBLE CONSEQUENCES TO SELLER IF THE CLOSING DOES FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE (DEFINED BELOW). THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND NOT OCCUR BECAUSE BUYER AS A PENALTY, UNLESS SELLER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED THIS TRANSACTION FAILS TO REASONABLY ESTIMATE CLOSE BY REASON THEREOF (AND BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON DEMAND BY SELLER WITHOUT FURTHER AUTHORIZATION BY BUYER, TO DIRECTLY PAY SELLER THE DEPOSIT PLUS ALL INTEREST THEREON IN THE EVENT OF SUCH DAMAGESBREACH BY BUYER). THEY BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (I) SELLER'S DAMAGES IN THE EVENT OF SUCH DAMAGES ARE AND WILL BREACH BY BUYER WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPOSSIBLE TO FIXDETERMINE, (II) LIQUIDATED DAMAGES IN THAT THE AMOUNT OF THE DEPOSIT (PLUS SUCH INTEREST AS IT MAY BE INCREASED FROM TIME EARNED THEREON WHILE IN ESCROW IS THE PARTIES' BEST ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THIS TRANSACTION FAILS TO TIME) ARE CLOSE BY REASON OF BUYER'S BREACH OF THIS AGREEMENT, AND WOULD THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT. BUYER AND XXXXXX AGREE THAT XXXXXX'S RIGHT TO BE REASONABLE AS A MEASURE PAID AND RETAIN THE DEPOSIT AND SAID INTEREST ACCRUED THEREON SHALL BE THE SOLE REMEDY OF SUCH DAMAGES, (III) SELLER AT LAW OR IN EQUITY IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED BREACH OF THIS AGREEMENT BY BUYER WHERE THIS TRANSACTION FAILS TO RETAIN CLOSE. IT IS THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION INTENTION OF THE PAYMENT PARTIES THAT THIS SECTION COMPLY WITH THE PROVISIONS 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 1671(b) AND 1677 OF THE FAILURE CIVIL CODE 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 __________ __________CALIFORNIA.

Liquidated Damages. 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) or 10.1(d), 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, (IIIIF ANY, PAID BY BUYER TO PARENT PURSUANT TO SECTION 10.1(b) IN CONNECTION WITH EXTENSIONS OF THE EVENT OF SUCH BREACH, END DATE BY BUYER. BUYER AND SELLER SHALL BE ENTITLED TO RETAIN PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE DEPOSIT AS SUCH 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. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IF PURCHASER SHALL BREACH OR DEFAULT IN GOOD FAITH THE QUESTION ANY OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES ITS OBLIGATIONS 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 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 TERMINATE THIS AGREEMENT, RETAIN THE AMOUNT OF THE DEPOSIT AS SUCH LIQUIDATED DAMAGESAN OPTION PAYMENT, AS PROVIDED FOR IN SECTION 2.1 ABOVE, AND RECEIVE AN ADDITIONAL PAYMENT FROM PURCHASER OF ONE HUNDRED THOUSAND DOLLARS (IV$100,000) AS LIQUIDATED DAMAGES (THE “LIQUIDATED AMOUNT”). SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE LIQUIDATED AMOUNT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES. SELLER AND PURCHASER SPECIFICALLY FURTHER AGREE AFTER NEGOTIATION THAT THIS SECTION 12 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN CONSIDERATION EQUITY ARISING FROM OR RELATED TO A BREACH OR DEFAULT BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 12 SHALL NOT BE CONSTRUED AS A LIMITATION ON THE OBLIGATIONS OF PURCHASER UNDER SECTIONS 3.6(b), 9.1, 11.2 and 11.12 HEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PARTIES 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 FORENTER INTO THIS TRANSACTION. PURCHASER’S INITIALS: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES JFC SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________’S INITIALS: RFG

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) WILLING 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 __________ __________/s/ JRG /s/ AG ----------------- ---------------- Seller's Initials Buyer's Initials

Liquidated Damages. 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 4.B BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE OCCUR. IN ADDITION, BUYER BREACHES THIS AGREEMENT SHALL PAY ANY ACTUAL TITLE, SURVEY (IF CONTRACTED BY BUYER WITH THIRD PARTY CIVIL ENGINEER) 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)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 4.B LIMIT THE EVENT DAMAGES RECOVERABLE BY SELLER AGAINST BUYER OBJECTS TODUE TO (A) BUYER’S OBLIGATION TO INDEMNIFY SELLER IN ACCORDANCE WITH THIS AGREEMENT, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 4.B BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. BUYER’S INITIALS RM 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 ’S INITIALS BUYER'S INITIALS __________ __________CRW

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. a. If Buyer breaches any of the material terms of this Agreement or otherwise materially defaults after the end of the Examination Period but at or prior to Close of Escrow, and such material breach or default is not cured within five (5) business days of receipt of notice thereof from Seller, then Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the balance of the Deposit as liquidated damages and as consideration for the acceptance of this Agreement and not as a penalty. BUYER RECOGNIZES AND AGREES THAT THE PARTIES HAVE DISCUSSED SUBJECT PROPERTY SHALL NOT BE PLACED ON THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IF IT FAILS TO PURCHASE THE SUBJECT PROPERTY FOR ANY REASON OTHER THAN FAILURE OF A CONDITION TO BUYER'S PERFORMANCE OR DEFAULT OF SELLER, SELLER SHOULD BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM THE DELAY IN PLACING THE SUBJECT PROPERTY ON THE MARKET, AND NEGOTIATED IN GOOD FAITH THAT THE QUESTION CALCULATION OF THE DAMAGES THAT SUCH DAMAGE 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 AND IMPRACTICABLE. THEREFORE, BUYER AND SELLER AGREE TO FIXLIQUIDATED DAMAGES AS FOLLOWS: IF BUYER FAILS TO PURCHASE THE SUBJECT PROPERTY FOR ANY REASON OTHER THAN FAILURE OF A CONDITION TO BUYER'S PERFORMANCE OR A DEFAULT BY SELLER, (II) SELLER SHALL BE ENTITLED TO RECOVER, AS ITS SOLE REMEDY, LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME INCLUDING ALL INTEREST EARNED THEREON) WHICH HAS BEEN DELIVERED BY BUYER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE ESCROW HOLDER PURSUANT TO SECTION 5 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 . BUYER AND SELLER BOTH ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS CURRENTLY 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 REASONABLE SUM CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYCIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT FOR ANY REASON OTHER THAN (I) SUCH DAMAGES ARE DEVELOPER’S ELECTION TO CANCEL ESCROW AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TERMINATE THIS AGREEMENT PURSUANT TO FIXSECTION 304.9 (A), (II) EITHER PARTY’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 304.9 (B), OR (III) AGENCY’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 AGENCY AS LIQUIDATED DAMAGES AS AGENCY’S SOLE AND EXCLUSIVE REMEDY: IN SUCH EVENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT AGENCY 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 AGENCY’S RECEIPT OF TAX REVENUES, THE DELAY OR FRUSTRATION OF AGENCY’S ABILITY TO IMPLEMENT THE REDEVELOPMENT PLAN AND AGENCY’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 AGENCY, THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) PARTIES 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 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 AGENCY 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 AGENCY’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: Developer Agency Subject to the terms set forth herein, Agency shall pay any refund of the Developer Deposit, without any interest thereon, to Developer within fifteen (15) days following the expiration of the Outside Closing Date for Parcel A or the termination of this Agreement as provided in this Section 301.2.

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

Liquidated Damages. 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 EQUITYTHIS SECTION 2.2.5 GOVERNING LIQUIDATED DAMAGES. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller (JR) Buyer (JM) Section 3. DUE DILIGENCE

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

Liquidated Damages. (a) BECAUSE OF THE MAGNITUDE AND THE UNIQUE NATURE OF THE ASSETS, THE PARTIES ACKNOWLEDGE THAT SELLER'S DAMAGES IN THE EVENT OF BUYER'S FAILURE TO CONSUMMATE THE CLOSING IN ACCORDANCE WITH BUYER'S OBLIGATIONS HEREUNDER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL OF ASCERTAINMENT. BUYER AND SELLER 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 INTEREST AND OTHER PAYMENTS MADE THEREON DURING THE PERIOD OF ESCROW, REPRESENTS A REASONABLE ESTIMATE OF THE HARM LIKELY TO BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT THAT THE NEVADA GAMING AUTHORITIES DENY BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED A GAMING LICENSE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE OPERATE THE BUSINESS AS CURRENTLY CONDUCTED UP BY A FINAL NON-APPEALABLE DECISION, THAT (I) SUCH SELLER'S 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 DEPOSIT, BUT THAT PROOF OF ACTUAL DAMAGES WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESCOSTLY OR IMPRACTICAL. ACCORDINGLY, (III) IN THE EVENT OF SUCH BREACHTHAT THE NEVADA GAMING AUTHORITIES DENY BUYER A GAMING LICENSE TO OPERATE THE BUSINESS AS CURRENTLY CONDUCTED BY A FINAL NON-APPEALABLE DECISION, THEN SELLER SHALL BE ENTITLED TO RETAIN RECEIVE THE DEPOSIT (TOGETHER WITH SUCH INTEREST AND OTHER PAYMENTS) FROM ESCROWEE AS SUCH ITS SOLE REMEDY AND AS LIQUIDATED DAMAGES; PROVIDED, AND (IV) IN CONSIDERATION HOWEVER, THAT THE FOREGOING SHALL NOT IMPAIR OR LIMIT ANY REMEDY OF THE PAYMENT SELLER FOR ANY BREACH OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES THIS AGREEMENT BY SUN OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION 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. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT THE CLOSING DOES AND THE CONSUMMATION OF EITHER THE TRANSACTION CONTEMPLATED HEREBY OR THE TRANSACTION CONTEMPLATED BY THE XXXXXXX PURCHASE AGREEMENT SHALL NOT OCCUR BECAUSE BUYER BREACHES FOR ANY REASON OTHER THAN DUE TO A TERMINATION OF THIS AGREEMENT AND BY BUYER OR BY XXXXXXX PURSUANT TO SUBSECTIONS 12.1(a), 12.1(b) OR 12.1(c), OR BY LOUISIANA-PACIFIC PURSUANT TO SUBSECTION 12.1(a) OR 12.1(b), REDWOOD, LLC SHALL HAVE ENDEAVORED THE RIGHT TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (Ii) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF RETAIN THE DEPOSIT (TOGETHER WITH ATTORNEYS' FEES AND EXPENSES AS IT MAY BE INCREASED FROM TIME TO TIMESPECIFIED BELOW) ARE AS LIQUIDATED DAMAGES AND WOULD BE REASONABLE NOT AS A MEASURE PENALTY (THE PARTIES HERETO ACKNOWLEDGE THAT LOUISIANA-PACIFIC'S AND REDWOOD, LLC's DAMAGES AS A RESULT OF SUCH FAILURE TO CLOSE ARE NOT CAPABLE OF EXACT ASCERTAINMENT AND THAT SAID LIQUIDATED DAMAGES, (III) TOGETHER WITH ANY ATTORNEYS' FEES AND EXPENSES INCURRED BY LOUISIANA-PACIFIC OR REDWOOD, LLC IN CONNECTION WITH THIS AGREEMENT, ARE A FAIR AND REASONABLE ESTIMATE OF THE NET DETRIMENT THAT LOUISIANA-PACIFIC AND REDWOOD, LLC WOULD SUFFER IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED FAILURE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND CLOSE) OR (IVii) IN CONSIDERATION OF EXERCISE ITS RIGHTS UNDER SECTION 13.9. 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, 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 TO REDWOOD, LLC PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671. REDWOOD, LLC AND BUYER HEREBY WAIVE THE PROVISIONS OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE SECTION 3389. ------------------------ ------------------------- Buyer's Initials Redwood, 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 __________ __________LLC's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD TO BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) DAMAGES SELLER SHALL SUSTAIN AS A RESULT OF ANY SUCH DAMAGES ARE AND A DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, (II) ASCERTAIN. THE PARTIES HEREBY AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF (A) $10,000, IF BUYER HAS EXERCISED ITS RIGHT TO STAGE AND/OR PARK EQUIPMENT ON THE PROPERTY PRIOR TO CLOSING UNDER SECTION 7(b) ABOVE AND (B) $5,000, IF BUYER HAS NOT EXERCISED SUCH RIGHT TO STAGE AND/OR PARK EQUIPMENT ON THE PROPERTY PRIOR TO CLOSING (AS TO EACH, THE "LIQUIDATED SUM") IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN SUCH EVENT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. ACCORDINGLY, IF THE ESCROW FAILS TO CLOSE DUE TO SUCH A DEFAULT BY BUYER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND IN SUCH EVENT THE APPLICABLE LIQUIDATED SUM SHALL IMMEDIATELY BE PAID TO SELLER (SUCH PAYMENT TO BE MADE BY THE ESCROW'S RELEASE OF THE DEPOSIT (TO SELLER, IF BUYER HAS DELIVERED THE DEPOSIT TO ESCROW AS IT MAY PROVIDED IN SECTION 7(b) ABOVE), AND SELLER'S RIGHT TO RETAIN THE LIQUIDATED SUM SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE THE SOLE REMEDY OF SUCH DAMAGES, (III) SELLER AT LAW OR IN EQUITY IN THE EVENT OF SUCH BREACH, SELLER A DEFAULT UNDER THIS AGREEMENT BY BUYER. THE PARTIES AGREE THAT THE LIQUIDATED SUM SHALL BE ENTITLED TO RETAIN THE DEPOSIT PAID AND RECEIVED AS SUCH LIQUIDATED DAMAGES, DAMAGES AND (IV) IN CONSIDERATION OF NOT AS A PENALTY. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE §§1671, 1676 AND 1677. NOTHING IN THIS AGREEMENT 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 LIMIT BUYER'S INDEMNITY LIABILITY OR OBLIGATIONS TO SELLER UNDER THIS AGREEMENT, AND (D) SECTION 7 ABOVE OR FOR ATTORNEYS' FEES AND COSTS INCURRED AS PROVIDED IN SECTION 13 ABOVE. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS SECTION, BUYER AND 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 __________ __________SEPARATELY INITIALED THIS SECTION.

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

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE ON OR BEFORE THE SCHEDULED CLOSING DATE BY REASON OF A BUYER BREACHES DEFAULT, THEN THIS AGREEMENT AND HAVE ENDEAVORED 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 (THEN HELD BY ESCROW HOLDER SHALL BE RELEASED TO SELLER, AS IT MAY SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH BUYER DEFAULT. IN ADDITION, BUYER SHALL BE INCREASED FROM TIME RESPONSIBLE FOR ALL ESCROW CANCELLATION AND OTHER CHARGES REQUIRED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID TO ESCROW HOLDER. IN THE EVENT OF ANY SUCH BREACHDEFAULT BY BUYER, SELLER THE DEPOSIT SHALL BE ENTITLED DEEMED LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER WHICH SUM SHALL BE PRESUMED TO RETAIN BE A REASONABLE ESTIMATE OF THE DEPOSIT AS SUCH AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BY REASON OF BUYER’S BREACH OF ITS OBLIGATIONS HEREUNDER. FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN, SHOULD BUYER BREACH ANY OF ITS OBLIGATIONS HEREUNDER. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE PROPERTY IS UNIQUE. BASED ON THE FOREGOING AND OTHER CONSIDERATIONS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGESDAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE PAID IN THE EVENT OF BUYER DEFAULT, AND (IV) IN CONSIDERATION OF NOTWITHSTANDING ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR HEREIN CONTAINED IMPLYING ANY CONTRARY INTENT, THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR SECTION 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, SECTION 1676 AND SECTION 1677. NOTHING HEREIN SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW FOR BREACH OF ANY OTHER OBLIGATION OF BUYER HEREUNDER (OTHER THAN ITS OBLIGATION TO DELIVER THE DEPOSIT AND/OR ACQUIRE THE PROPERTY AS CONTEMPLATED HEREIN), FOR BUYER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS SECTIONS 3.3 AND 8.8 ABOVE OR FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)AS PROVIDED IN SECTION 12.13 BELOW. NOTWITHSTANDING THE 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. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT THE CLOSING DOES AND THE CONSUMMATION OF EITHER THE TRANSACTION CONTEMPLATED HEREBY OR THE TRANSACTION CONTEMPLATED BY THE SANSOME PURCHASE AGREEMENT SHALL NOT OCCUR BECAUSE BUYER BREACHES FOR ANY REASON OTHER THAN DUE TO A TERMINATION OF THIS AGREEMENT AND BY BUYER OR BY SANSOME PURSUANT TO SUBSECTIONS 12.1(a), 12.1(b) or 12.1(c), OR BY LOUISIANA-PACIFIC PURSUANT TO SUBSECTION 12.1(a) OR 12.1(b), REDWOOD, LLC SHALL HAVE ENDEAVORED THE RIGHT TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (Ii) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF RETAIN THE DEPOSIT (TOGETHER WITH ATTORNEY'S FEES AND EXPENSES AS IT MAY BE INCREASED FROM TIME TO TIMESPECIFIED BELOW) ARE AS LIQUIDATED DAMAGES AND WOULD BE REASONABLE NOT AS A MEASURE PENALTY (THE PARTIES HERETO ACKNOWLEDGE THAT LOUISIANA-PACIFIC'S AND REDWOOD, LLC'S DAMAGES AS A RESULT OF SUCH FAILURE TO CLOSE ARE NOT CAPABLE OF EXACT ASCERTAINMENT AND THAT SAID LIQUIDATED DAMAGES, (III) TOGETHER WITH ANY ATTORNEYS' FEES AND EXPENSES INCURRED BY LOUISIANA-PACIFIC OR REDWOOD, LLC IN CONNECTION WITH THIS AGREEMENT, ARE A FAIR AND REASONABLE ESTIMATE OF THE NET DETRIMENT THAT LOUISIANA-PACIFIC AND REDWOOD, LLC WOULD SUFFER IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED FAILURE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND CLOSE) OR (IVii) IN CONSIDERATION OF EXERCISE ITS RIGHTS UNDER SECTION 13.9. 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, 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 TO REDWOOD, LLC PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671. REDWOOD, LLC AND BUYER HEREBY WAIVE 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 AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________------------------------ ------------------------- Buyer's Initials Redwood LLC's Initials

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES PROPERTY AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, IT IS AGREED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY THEN HELD BY ESCROW HOLDER SHALL BE INCREASED FROM TIME TO TIME) ARE NON-REFUNDABLE 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 SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS SUCH LIQUIDATED DAMAGES, DAMAGES AND (IV) IN CONSIDERATION NOT AS A PENALTY AND AS SELLER’S SOLE AND 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 SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER’S FAILURE TO COMPLETE ITS PURCHASE OF SUCH LIQUIDATED DAMAGES, THE 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 OTHERWISE ENFORCE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION, BUYER AND SELLER AGREE TO EXECUTE THE FAILURE OF SAME. THE CLOSING TO OCCUR, EXCEPT FORPARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BELOW: (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 ’S INITIALS BUYER'S INITIALS __________ __________’S INITIALS

Liquidated Damages. OPTIONEE RECOGNIZES THAT OPTIONOR’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES HAVE DISCUSSED THAT IT IS EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) OPTIONOR IN THE EVENT OF OPTIONEE DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES OPTIONOR WOULD SUFFER IN SUCH BREACHEVENT, SELLER HAVE DETERMINED THAT ALL AMOUNTS PAID TO OPTIONOR AS OPTION CONSIDERATION AND ALL INTEREST EARNED THEREON SHALL BE ENTITLED DISBURSED TO RETAIN THE DEPOSIT OPTIONOR, IF THEN HELD BY ESCROW HOLDER, OR RETAINED BY OPTIONOR, IF PREVIOUSLY DISBURSED TO OPTIONOR HEREUNDER, AND SHALL BE DEEMED FULLY EARNED AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION 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 PAYMENT EXCLUSIVE REMEDY OF OPTIONOR 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)IN CONNECTION THEREWITH. 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 __________ __________Optionor’s Initials Optionee’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION HERETO MUTUALLY RECOGNIZE THAT DAMAGES FROM A BREACH OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TERMS OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDETERMINE WITH CERTAINTY AND THAT THE AMOUNT OF LIQUIDATED DAMAGES HEREIN AGREED TO REPRESENT A REASONABLE ENDEAVOR TO ASCERTAIN THE PROPER AMOUNT THAT SUCH DAMAGES WOULD BE. THIS PROVISION DEFINING AND PROVIDING FOR LIQUIDATED DAMAGES IS A "PRE-ESTIMATE" OF DAMAGES IN ORDER THAT THE PARTIES MAY KNOW WITH REASONABLE CERTAINTY THE EXTENT OF LIABILITY FOR SUCH BREACH. SAID LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HEREIN AGREE THAT THE SUM OF TWO HUNDRED THOUSAND DOLLARS (II$200,000) IS A FAIR AND REASONABLE SUM AND SHALL CONSTITUTE SUCH LIQUIDATED DAMAGES IN THE AMOUNT EVENT PURCHASER BREACHES THIS AGREEMENT AFTER ISSUANCE OF THE DEPOSIT BUILDING PERMIT OR VARIANCE. Purchaser shall deposit the Twenty-Five Thousand Dollar (AS IT MAY BE INCREASED FROM TIME TO TIME$25,000) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESDeposit with Escrow Holder upon mutual execution of this Agreement, and shall further deposit an additional One Hundred Seventy-Five Thousand Dollars (III$175,000) IN THE EVENT OF SUCH BREACHas the remainder of the Purchase Price with Escrow Holder upon the first to occur of (i) Purchaser's receipt of the Building Permit, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESor (ii) Purchaser's receipt of the Variance. All sums deposited by Purchaser shall be available to Seller as liquidated damages as provided in this paragraph 10. All sums which constitute liquidated damages shall be maintained in escrow but shall be transferred to Seller by the Escrow Holder without further participation, AND agreement and/or permission by Purchaser in the event of a breach of this Agreement by Purchaser or otherwise provided herein. In the event of any breach of this Agreement after the approval of the transfer of the Liquor License by the Department, the entire Two Hundred Thousand Dollars (IV$200,000) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESshall be released to Seller as liquidated damages. Notwithstanding the foregoing, 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 OCCURif the Department shall have denied the transfer of the Liquor License to Purchaser, EXCEPT FOR: the amount released to Seller hereunder shall be One Hundred Fifteen Thousand Dollars (A$115,000) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; as liquidated damages and as payment for the transfer of the Fixed Assets and any remaining amount deposited shall be returned to Purchaser. Further notwithstanding the foregoing, Twenty-Five Thousand Dollars (B$25,000) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; shall constitute the full sum of liquidated damages from the time escrow is opened until the first to occur of (Ci) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTPurchaser's receipt of a Variance or (ii) Purchaser receipt of a Building Permit as provided in paragraph 3 above. Upon the issuance of such Variance or Building Permit, AND the entire Two Hundred Thousand Dollars (D$200,000) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)held by Escrow Holder shall constitute a deposit which shall be available to be released to Seller as liquidated damages in the event of a breach or other failure to perform under this Agreement by Purchaser. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS _______________ ___________ Seller's Initials Buyer's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT SELLER’S ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF CONDOMINIUM UNIT 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 CONDOMINIUM UNIT FROM THE REAL ESTATE MARKET ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE INITIAL DEPOSIT, ADDITIONAL DEPOSIT AND ANY OTHER DEPOSIT(S) MADE BY BUYER PURSUANT TO ANY ADDENDUM OR AMENDMENT HERETO (AS IT MAY COLLECTIVELY, THE “DEPOSITS”) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS INCURRED BY SELLER IN THE EVENT OF A MEASURE BREACH OR DEFAULT OF SUCH DAMAGES, (III) THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHBREACH OR DEFAULT BY BUYER, SELLER SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE CLOSING CONDOMINIUM UNIT, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR DEFAULTS IN ITS OBLIGATION TO OCCURPURCHASE THE CONDOMINIUM UNIT HEREUNDER. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DEFENSE OR OTHER DELIVERY HOLD HARMLESS OBLIGATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' ’ FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS’ FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS PARAGRAPH 11 BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS PARAGRAPH 11. INITIALS: BUYER SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. THE PARTIES HAVE DISCUSSED PURCHASER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT THAT: (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DETERMINE SELLER’S ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THAT THE CLOSING FAILS TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OCCUR BY REASON OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS PURCHASER’S DEFAULT UNDER THIS AGREEMENT, WHICH DAMAGES WOULD INCLUDE, BUT NOT BE LIMITED TO, SELLER’S LOST SALE OPPORTUNITIES DURING THE PERIOD THAT THE PROPERTY IS TAKEN OFF THE MARKET; AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CII), TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF AGREEMENT, THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES IN SUCH EVENT. NOTWITHSTANDING THE FOREGOINGCONSEQUENTLY, IN THE EVENT BUYER OBJECTS TO, THE CLOSING FAILS TO COOPERATE WITH OCCUR BY REASON OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND TO RECEIVE AND/OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL RETAIN THE XXXXXXX MONEY; PURCHASER SHALL MAKE, GIVE, JOIN IN, EXECUTE AND/OR DELIVER TO ESCROW AGENT ANY INSTRUMENT REQUIRED IN THIS REGARD. THE FOREGOING PROVISIONS (AND ANY OTHER SIMILAR PROVISIONS SET FORTH IN THIS AGREEMENT) SHALL, HOWEVER, IN NO WAY LIMIT (A) PURCHASER’S INDEMNITY AND/OR RELATED OR SIMILAR OBLIGATIONS, LIABILITIES OR DUTIES (E.G., PURCHASER’S OBLIGATION, LIABILITY AND DUTY TO INDEMNIFY, DEFEND AND/OR HOLD HARMLESS AS PROVIDED IN SECTION 2 ABOVE, AND/OR SECTION 6.6, (B) ANY OBLIGATION, LIABILITY OR DUTY OF THE DEPOSIT OUT OF THE ESCROWPURCHASER TO RETURN, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE DELIVER, ASSIGN, TRANSFER OR MAKE AVAILABLE TO SELLER AT LAW DOCUMENTS, LICENSES, PERMITS, RESULTS OF DUE DILIGENCE OR OTHER INVESTIGATIONS AND THE LIKE, INCLUDING WITHOUT LIMITATION THE PROPERTY INFORMATION AND THE REPORTS, (C) SECTION 8.3 OR (D) SECTION 10.9, AS SET FORTH IN EQUITYTHIS AGREEMENT ((A), (B), (C) AND (D), COLLECTIVELY, THE “OTHER OBLIGATIONS”), IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE LIQUIDATED DAMAGES PROVIDED HEREIN SHALL APPLY TO PURCHASER’S FAILURE TO CLOSE, BUT SHALL NOT LIMIT THE OTHER OBLIGATIONS, LIABILITIES AND DUTIES OF PURCHASER SET FORTH AND/OR REFERENCED HEREINABOVE. SELLER'S INITIALS BUYER'S INITIALS __________ __________SUCH RETENTION OF THE XXXXXXX MONEY BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. Purchaser: Seller: (Initials) (Initials) 9.5 Interpleader. Seller and Purchaser agree that, in the event of any controversy regarding the Xxxxxxx Money, unless mutual written instructions are received by Escrow Agent directing the Xxxxxxx Money’s disposition, Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Xxxxxxx Money or, at Escrow Agent’s option, Escrow Agent may interplead all parties and deposit the Xxxxxxx Money with a court of competent jurisdiction (in the state in which the Property is located) in which event Escrow Agent may recover all of its court costs and reasonable attorneys’ fees. Seller or Purchaser, whichever loses in any such interpleader action, shall be solely obligated to pay such costs and fees of Escrow Agent, as well as the reasonable attorneys’ fees of the prevailing party in accordance with the other provisions of this Agreement. Each party’s obligations, liabilities and duties under this Section 9.5 shall survive the termination of this Agreement.

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. 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 (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF TENANT'S FAILURE TO PURCHASE THE PROPERTY PURSUANT TO THIS EXHIBIT F. LANDLORD'S RETENTION OF THE FAILURE DEPOSIT PURSUANT TO THIS PARAGRAPH 9 SHALL IN NO WAY LIMIT ANY OF LANDLORD'S RIGHTS OR REMEDIES UNDER THE CLOSING LEASE WITH RESPECT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR ANY DEFAULT BY TENANT UNDER THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH LEASE. THE PARTIES HAVE INITIALED THIS AGREEMENT; (B) ACTIONS PARAGRAPH 9 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 ESTABLISH THEIR INTENT SO TO CLAUSES (A) THROUGH (C)LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH 9 SHALL BE DEEMED TO LIMIT: (i) TENANT'S OBLIGATIONS UNDER THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH LEASE; OR OTHERWISE OPPOSES SELLER(ii) TENANT'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR INDEMNIFICATION OBLIGATIONS CONTAINED IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS _____THIS EXHIBIT F. Landlord's Tenant's Initials:_____ __________Initials /s/ TENANT: Dated: ,1998 AT HOME CORPORATION, --------- a Delaware corporation By: /s/ KENNXXX X. XXXXXXX --------------------------------------- Its: --------------------------------------- By: --------------------------------------- Its: --------------------------------------- LANDLORD: Dated: MARTXX/XXXPUS ASSOCIATES, L.P., ------------- a Delaware limited partnership By: Martxx/Xxxwood Partners, L.P., a California limited partnership, its General Partner By: TMG Redwood LLC, A California limited liability Company Its: General Partner By: The Martxx Xxxup of Companies, Inc., a California corporation, Its General Partner By: ---------------------- Its: ----------------------

Liquidated Damages. If Seller fails to perform in accordance with the terms of this Agreement or if any representation or warranty made by Seller herein shall be untrue upon execution hereof or at the Closing Date, then Buyer may terminate this Agreement, and shall be entitled to all rights and remedies available at law and equity including but not limited to the right to specific performance and/or the right to recover damages from Seller. AS INDICATED BY THEIR INITIALS AT THE END OF THIS PARAGRAPH, BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND SELLER SHALL BE DAMAGED THEREBY IN AN AMOUNT WHICH WOULD BE DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HAVE DISCUSSED AGREE THAT THE DEPOSIT SHALL CONSTITUTE A FAIR AND NEGOTIATED IN GOOD FAITH REASONABLE ESTIMATE OF SELLER'S DAMAGES THEREFORE UNDER THE QUESTION CIRCUMSTANCES EXISTING AS OF THE DAMAGES DATE HEREOF 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 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 SUCH AMOUNT AS SUCH LIQUIDATED DAMAGES, . BUYER HEREBY WAIVES ANY RIGHT TO CLAIM THAT SUCH AMOUNT IS NOT FAIR AND (IV) IN CONSIDERATION OF THE PAYMENT OF REASONABLE. THIS PROVISION IS BINDING AS BETWEEN BUYER AND SELLER AND EACH AGREES TO EXECUTE SUCH LIQUIDATED DAMAGES, SELLER SHALL DOCUMENTS AS MAY BE DEEMED REQUIRED 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 FOREFFECTUATE THIS PROVISION. BUYER: (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. 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. 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)1677. 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 LESSOR’S INITIALS BUYER'S INITIALS __________ __________LESSEE’S INITIALS

Liquidated Damages. BUYER AND SELLER AGREE THAT SELLER'S ECONOMIC ------------------ DETRIMENT RESULTING FROM THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH 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 THE ESCROW PERIOD 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. BUYER AND SELLER AGREE THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME INCURRED BY SELLER IN THE EVENT ESCROW FAILS TO TIME) ARE CLOSE ON THE PROPERTY AFTER BUYER MAKES THE SECOND DEPOSIT AND WOULD BE REASONABLE THIS AGREEMENT TERMINATES AS A MEASURE RESULT OF SUCH DAMAGES, (III) A MATERIAL BREACH OR DEFAULT OF THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHA MATERIAL BREACH OR DEFAULT BY BUYER AND TERMINATION OF THIS AGREEMENT AS A RESULT THEREBY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, DAMAGES AND (IV) IN CONSIDERATION NOT AS A PENALTY. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE PAYMENT OF SUCH PROPERTY AND AGREES THAT THE LIQUIDATED DAMAGES, SELLER DAMAGES SET FORTH 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 BUYERSELLER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, SOLE REMEDY IN THE EVENT BUYER OBJECTS TOMATERIALLY BREACHES OR DEFAULTS HEREUNDER AND THIS AGREEMENT TERMINATES AS A RESULT THEREBY. BY INITIALING THIS SECTION 1.2 BELOW, FAILS BUYER AND SELLER AGREE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE TERMS OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION 1.2.

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 FIXDETERMINE. 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, SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). IN THE EVENT THAT THE ESCROW FAILS TO TIME) ARE AND WOULD BE REASONABLE CLOSE AS A MEASURE RESULT OF SUCH BUYER’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 (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, (IIID) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO BUYER AND (E) ESCROW AGENT SHALL DELIVER TO BUYER ALL INTEREST AND DIVIDENDS EARNED ON THE DEPOSIT. FOR PURPOSES OF THIS SECTION 11.1, A BREACH SHALL RESULT IN DEFAULT ONLY AFTER WRITTEN NOTICE OF THE BREACH IS GIVEN TO BUYER AND ONLY IF SUCH BREACH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS THEREAFTER. IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF SUCH BREACHA DEFAULT BY SELLER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESINCLUDING, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESWITHOUT LIMITATION, 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 A CONDITION PRECEDENT SET FORTH IN SECTION 16.1 HEREOF, BUYER MAY, EITHER WAIVE SUCH DEFAULT AND PROCEED TO CLOSING IN ACCORDANCE WITH THE CLOSING TERMS AND PROVISIONS HEREOF OR MAY IN ITS SOLE DISCRETION ELECT TO OCCURTERMINATE ITS AGREEMENT AND DIRECT THE ESCROW AGENT TO RETURN THE DEPOSIT TO BUYER AND UPON SUCH TERMINATION, EXCEPT FOR: SELLER AGREES TO PAY TO BUYER TWO MILLION FIVE HUNDRED THOUSAND DOLLARS (A$2,500,000) CLAIMS AND ALL DIRECT OUT OF POCKET EXPENSES FOR THIRD PARTY REPORTS AS FULL, AGREED AND LIQUIDATED DAMAGES AS THE RETURN OR OTHER DELIVERY SOLE AND EXCLUSIVE REMEDY OF DOCUMENTS IN CONNECTION WITH BUYER HEREUNDER. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF 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 Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IF BUYER SHOULD BE IN GOOD FAITH THE QUESTION BREACH OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT AND HAVE ENDEAVORED AS A RESULT SELLER, ACTING WITHIN ITS RIGHTS SET FORTH IN THIS AGREEMENT, ELECTS TO REASONABLY ESTIMATE TERMINATE THE ESCROW, THEN IN ANY SUCH DAMAGESEVENT, THE ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. THEY BUYER AND SELLER AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, (II) BUYER AND SELLER AGREE THAT IN THE EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY AT LAW AND EQUITY, "LIQUIDATED DAMAGES IN DAMAGES" EQUAL TO THE AMOUNT OF THE DEPOSIT (AS IT MAY DEPOSIT. THEREFORE, IF BUYER SHOULD BE INCREASED FROM TIME TO TIME) ARE IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESRESULT SELLER, (III) ACTING WITHIN ITS RIGHTS SET FORTH IN THIS AGREEMENT, ELECTS TO TERMINATE THE EVENT OF SUCH BREACHESCROW, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY OVER TO SELLER THE DEPOSIT, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESRELIEVED FROM ALL OBLIGATIONS AND LIABILITIES HEREUNDER, AND (IV) IN CONSIDERATION OF THE PAYMENT AND, PROMPTLY FOLLOWING ESCROW HOLDER'S RECEIPT OF SUCH LIQUIDATED DAMAGESINSTRUCTION, SELLER ESCROW HOLDER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CANCEL THE ESCROW. NOTHING IN THIS PARAGRAPH 17 SHALL (i) PREVENT OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT PRECLUDE ANY RECOVERY 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 OR OTHER COSTS INCURRED BY SELLER INCIDENT PURSUANT TO CLAUSES PARAGRAPH 22 HEREOF OR (Aii) THROUGH (C). NOTWITHSTANDING IMPAIR OR LIMIT THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH EFFECTIVENESS OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL ENFORCEABILITY OF THE DEPOSIT OUT INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE ESCROW, SELLER SHALL HAVE ALL PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH 17 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/ ST /s/ DNL Buyer Initials Seller Initials

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

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

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

Liquidated Damages. BUYER ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PERFORMANCE HEREUNDER 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 OCCURFIVE HUNDRED THOUSAND DOLLARS ($500,000.00)) 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 13 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. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT THAT THE QUESTION CLOSING FAILS TO OCCUR 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 CLOSING FAILS TO OCCUR 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 CLOSING FAILS TO OCCUR AS A RESULT OF SUCH BREACHBUYER'S DEFAULT, THEN, UPON NOTICE BY SELLER TO BUYER AND ESCROW AGENT TO THAT EFFECT, (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 DEPOSIT (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, 11 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 . SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 10.1, 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. 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 AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESXXXXXXX MONEY DEPOSIT, (III) IN THE EVENT OF SUCH BREACHNAMELY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES$215,000, 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 __________ __________ANY INTEREST EARNED THEREON.

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 Initial (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 m 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 RECOGNIZES THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET COMMENCING ON THE EFFECTIVE DATE. BUYER ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PURCHASE OF THE PROPERTY, 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 IF EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY PARTIES AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT IF BUYER FAILS TO FIX, (II) LIQUIDATED DAMAGES IN PURCHASE THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE PROPERTY AS A MEASURE RESULT OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH ITS BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, ITS SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED EXCLUSIVE REMEDY 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 PORTIONS OF THE DEPOSIT OUT PAYMENT. SAID SUM SHALL BE PAID AND RECEIVED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE ESTIMATE OF THE ESCROW, SELLER SHALL HAVE SELLER'S DAMAGES CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING ON THE DATE HEREOF, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER AT LAW THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR IN EQUITYEXTREMELY DIFFICULT. SELLER'S INITIALS BUYER'S INITIALS ________BUYER INITIALS__ SELLER INITIALS___________ EXHIBIT "B"

Liquidated Damages. THE PARTIES HAVE DISCUSSED SELLER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF BUYER AGREE THAT THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BECAUSE DUE TO A DEFAULT BY BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL HEREUNDER IN PURCHASING THE PROPERTY WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICABLE TO FIXASCERTAIN, (II) LIQUIDATED DAMAGES IN AND THAT THE DEPOSIT REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND DAMAGES THAT SELLER WOULD BE REASONABLE AS A MEASURE SUFFER BY REASON OF SUCH DAMAGESBUYER’S DEFAULT. ACCORDINGLY, (III) IN THE EVENT THE CLOSE OF SUCH BREACHESCROW DOES NOT OCCUR DUE TO A DEFAULT BY BUYER HEREUNDER, SELLER SHALL SHALL, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER. IF AND WHEN SELLER BECOMES ENTITLED TO RECEIVE SUCH LIQUIDATED DAMAGESDAMAGES IN ACCORDANCE WITH THE PROVISIONS HEREOF, AND (IV) ESCROW HOLDER IS HEREBY INSTRUCTED TO DELIVER TO SELLER THE DEPOSIT. BY INITIALING THIS PROVISION IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESSPACE BELOW, 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 AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ARTICLE 14. 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/ XXX /X/ XX

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF 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: