Common use of Purchaser Default Clause in Contracts

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE ACQUIRE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER PROPERTIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER'S DEFAULT IN ITS OBLIGATIONS TO SELL AND CONVEY THE PROPERTIES TO PURCHASER PURSUANT TO THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO SECTIONS 8 AND 9 OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSERESPECTIVELY, THEN SELLER SHALL BE ENTITLED TO SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON RECEIVE THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS XXXXXXX MONEY AS LIQUIDATED DAMAGES BUT ONLY UPON SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 7.3.1)38. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF PURCHASER'S DEFAULT ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE PARTIES, AFTER DUE NEGOTIATION, AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SELLER'S LOSS IN WHICH THE EVENT OF PURCHASER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE DEPOSIT XXXXXXX MONEY AS LIQUIDATED DAMAGES BUT NOT AS A PENALTY. SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY. IN THE EVENT SELLER IS ENTITLED TO THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, THE XXXXXXX MONEY SHALL BE PAID TO SELLER AS FIXED, AGREEDBY THE TITLE COMPANY ON THE NEXT BUSINESS DAY AFTER RECEIPT OF (1) WRITTEN NOTICE FROM SELLER THAT PURCHASER HAS DEFAULTED UNDER THIS AGREEMENT AND (2) THE RELEASES REQUIRED BY SECTION 38 HEREOF, AND PURCHASER AGREES TO TAKE ALL SUCH ACTIONS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS NECESSARY OR APPROPRIATE TO EFFECT SUCH PAYMENT. BY PLACING THEIR INITIALS IMMEDIATELY BELOW, PURCHASER AND SELLER FURTHER AGREE THAT THE XXXXXXX MONEY PAID HEREUNDER IS A REASONABLE SUM FOR LIQUIDATED DAMAGES (AND NOT CONSIDERING ALL CIRCUMSTANCES AS A PENALTY), AND, AFTER OF THE DATE OF THIS AGREEMENT. THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FOREFETURE OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONPENALTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED NOTHING IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED 21(b) SHALL (A) PREVENT OR CONSTRUED TO LIMIT IN PRECLUDE ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 RECOVERY OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.1326 (BUT SPECIFICALLY EXCLUDING ATTORNEYS’ FEES INCURRED IN CONNECTION WITH NEGOTIATING THIS AGREEMENT PRIOR TO THE EFFECTIVE DATE) OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF PURCHASER CONTAINED IN SECTIONS 13(d) AND 22(b) HEREOF. IN NO EVENT SHALL SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 21(b) AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGESBOUND BY ITS TERMS. Seller’s Initials: _/s/ KH_ Purchaser’s Initials:: _/s/ RL_

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF (I) PURCHASER FAILS SHALL FAIL TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED FOR ANY REASON OTHER THAN SELLER’S DEFAULT, THE CONDITIONS TO DO SO UNDER THE TERMS OF THIS AGREEMENTPURCHASER’S OBLIGATIONS SET FORTH IN SECTION 11 HAVING BEEN SATISFIED OR WAIVED, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, OR (II) IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS SHALL OTHERWISE FAIL IN ANY MATERIAL RESPECT TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OBLIGATIONS OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEAGREEMENTS AS AND WHEN REQUIRED HEREUNDER, THEN SELLER SHALL BE ENTITLED HAVE THE RIGHT, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN ON NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR AND TO OR ON RECEIVE, DRAW UPON AND KEEP THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREEDDEPOSIT, AND THE PROCEEDS THEREOF, WITH ANY INTEREST EARNED THEREON, AS AND FOR LIQUIDATED DAMAGES (AND NOT AS A PENALTY)FURTHER CONSIDERATION FOR ENTERING INTO THIS AGREEMENT, AND, AFTER THE PAYMENT OF THE DEPOSIT THEREUPON, THIS AGREEMENT SHALL BECOME NULL AND VOID AND NEITHER PARTY TO SELLER, NEITHER SELLER NOR PURCHASER WILL THIS AGREEMENT SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENTHEREUNDER, EXCEPT FOR THOSE EXPRESSLY STATED TO SURVIVE THE TERMINATION HEREUNDER, IT BEING THE UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO THAT THE ACTUAL DAMAGES, COSTS AND EXPENSES SUSTAINED BY SELLER IN THE EVENT OF PURCHASER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. ESCROW AGENT SHALL IMMEDIATELY DELIVER THE DEPOSIT (AND ANY OBLIGATIONS THAT EXPRESSLY SURVIVE PROCEEDS THEREOF OR INTEREST THEREON) TO SELLER UPON RECEIPT OF SUCH NOTICE OF TERMINATION. NOTWITHSTANDING ANYTHING THE FOREGOING, IN THE EVENT OF ANY DEFAULT BY PURCHASER UNDER THIS AGREEMENT DUE TO A BREACH AFTER CLOSING OR ANY TERMINATION HEREOF OF ANY COVENANT, REPRESENTATION, INDEMNITY OR OTHER OBLIGATION WHICH SURVIVES THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3CLOSING OR ANY TERMINATION HEREOF, SELLER SHALL HAVE ANY AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED ALL RIGHTS AND SHOULD NOT BE DEEMED REMEDIES AVAILABLE AT LAW OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 EQUITY BY REASON OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:SUCH DEFAULT.

Purchaser Default. IF PURCHASER SHALL DEFAULT IN ITS OBLIGATION TO ACQUIRE THE PROPERTY ON THE CLOSING DATE PURSUANT TO THIS AGREEMENT (A “PURCHASER CLOSING DEFAULT”), THEN SO LONG AS SELLER IS NOT THEN IN DEFAULT UNDER THIS AGREEMENT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND BOTH PARTIES SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE SURVIVING OBLIGATIONS. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE PURCHASER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AND (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WILL BE REASONABLE. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS LIQUIDATED DAMAGES UNDER THIS AGREEMENTSECTION IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO IN ACCORDANCE WITH CALIFORNIA CIVIL CODE SECTION 1677, THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT TEXT OF THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED HAS BEEN PROVIDED IN BOLD TYPE, AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 A DULY AUTHORIZED REPRESENTATIVE OF EACH PARTY HAS INITIALED THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:PROVISION AS SHOWN IMMEDIATELY BELOW.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED In the event of material non-performance, default or breach of this Agreement by Purchaser that results in the failure to consummate this Agreement (a “Purchaser Default”), then Sellers may, at their sole option and as their sole remedy, take any of the following courses of action: 19.3.1 terminate this Agreement and draw upon the Xxxxxxx Money L/C as liquidated damages, as follows: IF PURCHASER FAILS DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTING IN A FAILURE TO CONSUMMATE CLOSE THE PURCHASE TRANSACTION ON OR BEFORE THE OUTSIDE CLOSING DATE, THEN PURCHASER AGREES THAT SELLERS WILL INCUR DAMAGES BY REASON OF THE PROPERTY IF SUCH DEFAULT WHICH ARE IMPRACTICAL AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN OR QUANTIFY. PURCHASER AND SELLERS, IN A REASONABLE EFFORT TO ASCERTAIN SELLERS’ DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT AN AMOUNT EQUAL TO THE EXTENT FULL AMOUNT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS XXXXXXX MONEY L/C SHALL BE DEEMED TO CONSTITUTE A RESULT REASONABLE ESTIMATE OF SUCH FAILURESELLERS’ DAMAGES UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. CONSEQUENTLYACCORDINGLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF SO DEFAULTS IN ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING SELLERS SHALL HAVE THE RIGHT TO DRAW DOWN THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS FULL AMOUNT OF THE XXXXXXX MONEY L/C AS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Initials for Seller Initials for Purchaser’s Initials:; or 19.3.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 11.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PURCHASER PURSUANT TO SECTION 3.1.7 HEREOF AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND THE COSTS INCURRED BY SELLER PURSUANT TO AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE. /s/ TW__________________ /s/ JP_________________ Purchaser's Seller's Initials 10.2 SELLER DEFAULT. IF SELLER SHALL BECOME IN BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF ANY, PROVIDED IN SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:11.6 HEREOF,

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 11.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PURCHASER PURSUANT TO SECTION 3.1.4 AND SECTION 3.1.7 HEREOF AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 LIGHT OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES REMOVAL OF THE PROPERTY FROM THE MARKET AND THE COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT AND SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL NOT CONSTITUTE A PENALTY OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:A FORFEITURE.

Purchaser Default. NOTWITHSTANDING ANYTHING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED CONTRARY CONTAINED IN THIS AGREEMENT, IF PURCHASER THE CLOSING FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED OCCUR DUE TO DO SO PURCHASER’S DEFAULT UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (WHICH SHALL BE SELLER’S SOLE AND NOT AS A PENALTYEXCLUSIVE REMEDY AGAINST PURCHASER FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY), AND, AFTER AT WHICH TIME THIS AGREEMENT SHALL TERMINATE. SELLER ACKNOWLEDGES AND AGREES THAT (1) THE PAYMENT AMOUNT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE DAMAGES THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT WOULD BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE REASONABLE AND VALID LIQUIDATED DAMAGES. THE PARTIES AGREE THAT THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT SHALL BE TREATED AS LIQUIDATED DAMAGES PURSUANT TO SECTION 14.13CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING IN NO THIS AGREEMENT SHALL BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER, IF ANY, (A) WITH RESPECT TO ANY INDEMNIFICATION OR OTHER PROVISION OF THIS AGREEMENT THAT EXPRESSLY SURVIVES THE CLOSING OR TERMINATION OF THIS AGREEMENT (INCLUDING THE RIGHT TO REIMBURSEMENT FOR LEGAL AND OTHER COSTS OF ENFORCEMENT), AND SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES, AT LAW OR IN EQUITY, WITH RESPECT TO THOSE PROVISIONS, AND (B) IN THE EVENT SHALL THAT, FOLLOWING ANY TERMINATION OF THIS AGREEMENT, PURCHASER BE LIABLE FOR OR ANY CONSEQUENTIAL PARTY AFFILIATED WITH PURCHASER, ASSERTS ANY CLAIMS OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:RIGHTS TO THE PROPERTY THAT MIGHT DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY OR OTHERWISE IMPEDE OR DELAY A SUBSEQUENT SALE OF THE PROPERTY.

Purchaser Default. IF AFTER THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF EXPIRATION OF THE DUE DILIGENCE PERIOD, PURCHASER FAILS TO CONSUMMATE CLOSE THE PURCHASE OF THE PROPERTY IF FOR ANY REASON OTHER THAN SELLER’S DEFAULT, A FAILURE OF A PURCHASER’S CONDITION PRECEDENT OR AS EXPRESSLY PROVIDED IN SECTION 18 HEREOF, SELLER’S SOLE AND WHEN REQUIRED EXCLUSIVE REMEDY SHALL BE TO DO SO UNDER TERMINATE THIS AGREEMENT AND RECEIVE FROM ESCROW COMPANY THE TERMS DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF THIS AGREEMENT, BUT AGREE THAT IT A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT UNDER THE EXTENT CIRCUMSTANCES EXISTING AS OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT EXECUTION DATE THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH FAILUREDAMAGES. CONSEQUENTLYTHIS SECTION 19(b) WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT OF REASONABLE ATTORNEYS’ FEES OR COSTS, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE NOR WAIVE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS AS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT TO BE DEEMED A FORFEITURE OR CONSTRUED PENALTY, BUT IS INTENDED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT CONSTITUTE LIQUIDATED DAMAGES TO SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:.

Purchaser Default. THE PARTIES If (i) Purchaser materially fails to perform in accordance with the terms of this Agreement, (ii) Seller is not in material default hereunder, and (iii) the Closing does not occur, the Xxxxxxx Money may be retained by Seller as liquidated and agreed upon damages and as Seller's sole and exclusive remedy with respect thereto other than those rights that survive a termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement. If Purchaser does not deposit with the Escrowee the Xxxxxxx Money as provided for in Section 2(A)(i) above, the sum of $250,000 shall nonetheless be recoverable by Seller from Purchaser as Xxxxxxx Money and without prejudice to Seller's other rights and remedies. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT (1) THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE AS A RESULT OF HAVING WITHDRAWN THE PROPERTY IF FROM SALE AND WHEN REQUIRED THE FAILURE OF CLOSING TO DO SO OCCUR DUE TO A DEFAULT OF PURCHASER UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF ; (2) THE ACTUAL DETRIMENT DAMAGES SUFFERED AND COSTS INCURRED BY SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER FAILS UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO CONSUMMATE DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE PURCHASE AMOUNT OF THE PROPERTY ON XXXXXXX MONEY IN THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY GIVING WRITTEN NOTICE THEREOF THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO ; AND (4) THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER XXXXXXX MONEY SHALL BE AND PURCHASER AGREE THAT THIS CONSTITUTE VALID LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s InitialsPURCHASER INITIALS: Purchaser’s Initials:SELLER INITIALS: ___________________ ________________

Purchaser Default. IN THE PARTIES ACKNOWLEDGE AND AGREE EVENT THAT SELLER PURCHASER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS FAIL TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TRANSACTION CONTEMPLATED BY THIS AGREEMENT DUE TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEDEFAULT BY PURCHASER, THEN SELLER SHALL BE ENTITLED TO SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE NOTIFYING PURCHASER THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO RECEIVE OR ON RETAIN THE CLOSING DATE (SUBJECT TO DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT <<page ends>> OR IMPOSSIBLE TO DETERMINE, THE PARTIES AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S LOSS IN THE EVENT OF PURCHASER’S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES BUT NOT AS A PENALTY. SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY. PURCHASER ACKNOWLEDGES AND AGREES THAT NO TECHNICAL OR NON-MATERIAL DEFAULT BY SELLER UNDER THIS AGREEMENT SHALL IN ANY WAY AFFECT ANY RIGHTS OR REMEDIES OF SELLER AGAINST PURCHASER HEREUNDER. IN SECTION 7.3.1)THE EVENT SELLER IS ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AND TO THE EXTENT SELLER HAS NOT ALREADY RECEIVED THE DEPOSIT, IN WHICH EVENT THE DEPOSIT SHALL BE IMMEDIATELY PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER BY THE PAYMENT ESCROW HOLDER UPON RECEIPT OF THE DEPOSIT TO SELLER, NEITHER WRITTEN NOTICE FROM SELLER NOR THAT PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HAS DEFAULTED UNDER THIS AGREEMENT, EXCEPT AND PURCHASER AGREES TO TAKE ALL SUCH ACTIONS AND TO EXECUTE AND DELIVER ALL SUCH DOCUMENTS NECESSARY OR APPROPRIATE TO EFFECT SUCH PAYMENT. IN CONSIDERATION OF SELLER RECEIVING THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST PURCHASER FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONDAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.314.B., IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND, IN CONNECTION WITH THAT ACTION, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL OR TRANSFER THE PROPERTY ("PURCHASER’S ACTION") (OTHER THAN AS PERMITTED IN SECTION 14.A ABOVE), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 14.B. FROM SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND PURCHASER AGREE THAT THIS RECOVERING DAMAGES, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF PURCHASER’S ACTION, AND THE AMOUNT OF ANY SUCH DAMAGES AWARDED TO SELLER SHALL NOT BE LIMITED TO THE LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13SET FORTH HEREIN. FURTHERMORE, IN NO EVENT SHALL THIS SECTION 14.B. HAVE ANY APPLICATION TO OR LIMIT SELLER’S RIGHTS AGAINST PURCHASER BE LIABLE FOR IN CONNECTION WITH ANY CONSEQUENTIAL OF THE FOLLOWING: (i) SECTION 15 OF THIS AGREEMENT, (ii) SECTION 18 OF THIS AGREEMENT, (iii) SECTION 26 OF THIS AGREEMENT, (iv) ANY DUTY OR PUNITIVE DAMAGESOBLIGATION OF PURCHASER TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, OR (v) ANY MISREPRESENTATIONS BY PURCHASER. Seller’s Initials: Purchaser’s Initials:IF PURCHASER FAILS TO COMPLETE THE PURCHASE AS PROVIDED IN THIS AGREEMENT, SELLER SHALL HAVE NO RIGHT TO SPECIFICALLY ENFORCE THE PROVISIONS OF THIS AGREEMENT.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED In the event of material non-performance, default or breach of this Agreement by Purchaser that results in the failure to consummate this Agreement (a “Purchaser Default”), then Sellers may, at their sole option and as their sole remedy, take any of the following courses of action: 19.3.1 terminate this Agreement and draw upon the Xxxxxxx Money L/C as liquidated damages, as follows: IF PURCHASER FAILS DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTING IN A FAILURE TO CONSUMMATE CLOSE THE PURCHASE TRANSACTION ON OR BEFORE THE OUTSIDE CLOSING DATE, THEN PURCHASER AGREES THAT SELLERS WILL INCUR DAMAGES BY REASON OF THE PROPERTY IF SUCH DEFAULT WHICH ARE IMPRACTICAL AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN OR QUANTIFY. PURCHASER AND SELLERS, IN A REASONABLE EFFORT TO ASCERTAIN SELLERS’ DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT AN AMOUNT EQUAL TO THE EXTENT FULL AMOUNT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS XXXXXXX MONEY L/C SHALL BE DEEMED TO CONSTITUTE A RESULT REASONABLE ESTIMATE OF SUCH FAILURESELLERS’ DAMAGES UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. CONSEQUENTLYACCORDINGLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF SO DEFAULTS IN ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING SELLERS SHALL HAVE THE RIGHT TO DRAW DOWN THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS FULL AMOUNT OF THE XXXXXXX MONEY L/C AS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:or 19.3.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity.

Purchaser Default. IF THE PARTIES ACKNOWLEDGE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, THEN THIS AGREEMENT SHALL TERMINATE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE RETENTION OF THE PROPERTY IF DEPOSIT SHALL BE SELLER’S SOLE AND WHEN REQUIRED EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SUBJECT TO DO SO THE SURVIVING OBLIGATIONS, PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER’S RIGHTS OR DAMAGES UNDER THE TERMS ANY INDEMNITIES GIVEN BY PURCHASER TO SELLER UNDER SECTIONS 4.2.1, 4.2.2, OR 10.1 OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, BUT AGREE THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT WOULD BE IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE ACTUAL DETRIMENT BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER WOULD SUFFER SHOULD RECEIVE AS A RESULT OF SUCH FAILUREPURCHASER’S BREACH OR DEFAULT. CONSEQUENTLYIN PLACING THEIR INITIALS AT THE PLACES PROVIDED, IF PURCHASER FAILS TO CONSUMMATE EACH PARTY SPECIFICALLY CONFIRMS THE PURCHASE ACCURACY OF THE PROPERTY ON STATEMENTS MADE ABOVE AND THE CLOSING DATE OR FAILS TO PERFORM ANY FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. 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 TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND SHOULD NOT BE DEEMED OR CONSTRUED 1677. EXCEPT FOR THE RIGHT OF SELLER TO LIMIT COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND THE INDEMNIFICATION RIGHTS SET FORTH IN ANY WAY SECTION 8 OF THIS AGREEMENT. PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS UNDER RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT PURSUANT TO SECTION 11.2 9.1, PURCHASER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO SEEK DECLARATORY AND/OR INJUNCTIVE RELIEF AND/OR EQUITABLE RELIEF, OR TO RECORD A NOTICE OF THIS AGREEMENT NOR LIMIT OR ANY RIGHTS IT MAY HAVE HEREUNDER, OR TO RECORD OR FILE A NOTICE OF PENDENCY OF ANY ACTION OR PROCEEDINGS TO ENFORCE THIS AGREEMENT. THIS SECTION 9 IS NOT INTENDED TO WAIVE EITHER SELLER OR PURCHASER’S RIGHTS UNDER SECTION 10.10. PURCHASER’S INITIAL: ____ SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s InitialsINITIAL: Purchaser’s Initials:____

Purchaser Default. IF PURCHASER SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF ANY, PROVIDED IN SECTION 11.6 HEREOF, SELLER SHALL ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT WHEREIN THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND BOTH PARTIES ACKNOWLEDGE SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PURCHASER PURSUANT TO SECTION 3.1.7 HEREOF AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEFAULT, PRIOR TO OR AT THE CLOSING, AND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. SELLER AND PURCHASER AGREE THAT THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE AS AGREED AND LIQUIDATED DAMAGES IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND THE COSTS INCURRED BY SELLER AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE. /s/ TW__________________ /s/ JP_________________ Purchaser's Seller's Initials 10.2 SELLER DEFAULT. IF SELLER SHALL BECOME IN BREACH OR DEFAULT UNDER THIS AGREEMENT AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN BREACH OR DEFAULT CONTINUES BEYOND THE EXTENT EXPIRATION OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF ANY, PROVIDED IN SECTION 11.6 HEREOF, PURCHASER FAILS MAY, AS PURCHASER’S SOLE OPTION, ELECT EITHER TO: (I) BY WRITTEN NOTICE TO CONSUMMATE SELLER AND THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECTTITLE COMPANY, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE CANCEL THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREUPON THE DEPOSIT SHALL BE PAID IMMEDIATELY BY THE TITLE COMPANY TO PURCHASER, SELLER AS FIXED, AGREED, SHALL PROMPTLY REIMBURSE TO PURCHASER ITS REASONABLE OUT-OF-POCKET AND LIQUIDATED DAMAGES (AND THIRD-PARTY PROPERTY DILIGENCE EXPENSES IN AN AMOUNT NOT AS A PENALTY), TO EXCEED $65,000.00 AND, AFTER THE PAYMENT EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL PARTIES SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION HEREUNDER; OR, (II) EXTEND THE DATE SCHEDULED FOR CLOSING FOR SUCH REASONABLE PERIOD OF TIME AS MAY BE REQUIRED TO PERMIT SELLER TO CURE OR REMEDY SUCH BREACH IN ACCORDANCE WITH SECTION 11.6; (III) WAIVE, PRIOR TO OR AT THE CLOSING, THE APPLICABLE OBJECTION OR CONDITION AND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF; OR (IV) SEEK SPECIFIC PERFORMANCE OF SELLER’S OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE FOREGOING, IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO PURCHASER BECAUSE OF SELLER’S AFFIRMATIVE ACT OR INTENTIONAL OMISSION, PURCHASER SHALL BE ENTITLED TO PURSUE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR OBLIGATIONS UNDER THIS AGREEMENTIN EQUITY; PROVIDED, EXCEPT IN ANY SUIT FOR DAMAGES, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONSPECIAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN FOREGOING, ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED SECTION 5.1.5 WITH REGARD TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 A BREACH OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY SELLER PURSUANT TO THE PROVISIONS OF SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:5.1.5.

Purchaser Default. IF THE PARTIES ACKNOWLEDGE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF PURCHASER’S DEFAULT HEREUNDER, THEN THIS AGREEMENT SHALL TERMINATE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE RETENTION OF THE PROPERTY IF DEPOSIT SHALL BE SELLER’S SOLE AND WHEN REQUIRED TO DO SO EXCLUSIVE REMEDY UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE SUBJECT TO THE SURVIVING OBLIGATIONS; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY PURCHASER TO SELLER UNDER THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT WOULD BE IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE ACTUAL DETRIMENT BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER WOULD SUFFER SHOULD RECEIVE AS A RESULT OF SUCH FAILUREPURCHASER’S BREACH OR DEFAULT. CONSEQUENTLYIN PLACING THEIR INITIALS AT THE PLACES PROVIDED, IF PURCHASER FAILS TO CONSUMMATE EACH PARTY SPECIFICALLY CONFIRMS THE PURCHASE ACCURACY OF THE PROPERTY ON STATEMENTS MADE ABOVE AND THE CLOSING DATE OR FAILS TO PERFORM ANY FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. 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 TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY 1677. FURTHERMORE, EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS UNDER RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT PURSUANT TO SECTION 11.2 9.1, PURCHASER SHALL HAVE NO RIGHT TO SEEK DECLARATORY AND/OR INJUNCTIVE RELIEF AND/OR EQUITABLE RELIEF, OR TO RECORD A NOTICE OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT OR ANY RIGHTS IT MAY HAVE HEREUNDER, OR TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR RECORD OR FILE A NOTICE OF PENDENCY OF ANY CONSEQUENTIAL ACTION OR PUNITIVE DAMAGESPROCEEDINGS TO ENFORCE THIS AGREEMENT. Seller’s Initials: Purchaser’s Initials:: Initial here: /s/ EC Initial here: /s/ WP

Purchaser Default. THE PARTIES If (i) Purchaser fails to perform in accordance with the terms of this Agreement, (ii) Seller is not in material default hereunder, and (iii) the Closing does not occur, the Xxxxxxx Money may be retained by Seller as liquidated and agreed upon damages and as Seller's sole and exclusive remedy with respect thereto other than those rights that survive a termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement. If Purchaser is required to but does not deposit with the Escrowee the Xxxxxxx Money as provided in Section 2(A)(i) above, the sum of Two Hundred Fifty Thousand and No/100 Dollars ($200,000) shall nonetheless be recoverable by Seller from Purchaser as Xxxxxxx Money and without prejudice to Seller's other rights and remedies provided in this Agreement. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT (1) THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE AS A RESULT OF HAVING WITHDRAWN THE PROPERTY IF FROM SALE AND WHEN REQUIRED THE FAILURE OF CLOSING TO DO SO OCCUR DUE TO A DEFAULT OF PURCHASER UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF ; (2) THE ACTUAL DETRIMENT DAMAGES SUFFERED AND COSTS INCURRED BY SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER FAILS UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO CONSUMMATE DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE PURCHASE AMOUNT OF THE PROPERTY ON XXXXXXX MONEY IN THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY GIVING WRITTEN NOTICE THEREOF THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO ; AND (4) THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER XXXXXXX MONEY SHALL BE AND PURCHASER AGREE THAT THIS CONSTITUTE VALID LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:.

Purchaser Default. IF THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS CLOSED BY REASON OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BUT AGREE THEN THIS AGREEMENT SHALL TERMINATE AND THE RETENTION OF THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLERS UNDER THIS AGREEMENT, SUBJECT TO THE SURVIVAL OBLIGATIONS; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT THE RIGHTS OF SELLERS TO DAMAGES UNDER ANY INDEMNITIES GIVEN BY PURCHASER TO SELLERS UNDER THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROJECT ASSETS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT WOULD BE IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLERS CAUSED BY PURCHASER’S FAILURE TO CONSUMMATE THE ACTUAL DETRIMENT SELLER WOULD SUFFER TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A RESULT OF SUCH FAILUREPURCHASER’S BREACH OR DEFAULT. CONSEQUENTLYIN PLACING THEIR INITIALS AT THE PLACES PROVIDED, IF PURCHASER FAILS TO CONSUMMATE EACH PARTY SPECIFICALLY CONFIRMS THE PURCHASE ACCURACY OF THE PROPERTY ON STATEMENTS MADE ABOVE AND THE CLOSING DATE OR FAILS TO PERFORM ANY FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE, 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 TO SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY 1677. PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS UNDER RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT PURSUANT TO SECTION 11.2 9.1, PURCHASER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO SEEK DECLARATORY AND/OR INJUNCTIVE RELIEF AND/OR EQUITABLE RELIEF PRIOR TO THE CLOG, OR TO RECORD A NOTICE OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT OR ANY RIGHTS IT MAY HAVE HEREUNDER, OR TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR RECORD OR FILE A NOTICE OF PENDENCY OF ANY CONSEQUENTIAL ACTION OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:PROCEEDINGS TO ENFORCE THIS AGREEMENT.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED Seller’s Remedies. IF PURCHASER FAILS IN ANY MATERIAL RESPECT TO CONSUMMATE PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, SUCH FAILURE REMAINS UNCURED AFTER DELIVERY OF WRITTEN NOTICE BY SELLER AND THE EXPIRATION OF A FIVE (5) DAY CURE PERIOD (PROVIDED THAT NO CURE PERIOD SHALL APPLY TO PURCHASER’S PAYMENT OF THE PURCHASE PRICE AND/OR DELIVERY OF THE PROPERTY IF DOCUMENTS REFERENCED IN SECTION 6.4 ON OR BEFORE THE CLOSING DATE) AND WHEN REQUIRED SELLER DOES NOT WAIVE SUCH FAILURE OF PERFORMANCE IN WRITING, SELLER SHALL BE ENTITLED AS ITS SOLE REMEDY TO DO SO TERMINATE THIS AGREEMENT AND RECOVER THE DEPOSIT UNDER THIS AGREEMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR COSTS, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) PURSUANT TO SECTION 15.3 BELOW IN ADDITION TO THE TERMS DEPOSIT IN THE EVENT OF A DISPUTE REGARDING THE DISPOSITION OF THE DEPOSIT, NOR SHALL THIS PROVISION BE DEEMED TO WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, BUT . SELLER AND PURCHASER AGREE THAT IT WOULD BE EXTREMELY SELLER’S DAMAGES RESULTING FROM PURCHASER’S DEFAULT ARE DIFFICULT TO DETERMINE AND ASCERTAIN AND THE EXTENT AMOUNT OF THE ACTUAL DETRIMENT DEPOSIT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH SELLER WOULD SUFFER WILL INCUR AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECTPROVIDED, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEHOWEVER, THEN SELLER THAT THIS PROVISION SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASERNOT LIMIT SELLER’S RIGHTS IN TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 7.3.1)15.3, IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNTS IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGESTHIS SECTION. Seller’s Initials: /s/CWH Purchaser’s Initials:: /s/MM (Remainder of this page is intentionally blank; text continues on following page)

Purchaser Default. THE PARTIES In the event Purchaser fails to close or defaults under or breaches any other obligations imposed on Purchaser under this Agreement or under the Lease, then Seller shall be entitled to (and shall) receive the Xxxxxxx Money as fixed and liquidated damages, and Purchaser and Seller shall cause the Title Company to immediately deliver the Xxxxxxx Money to Seller, and thereafter, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THAT: (1) THE PURCHASE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY IF FROM SALE AND WHEN REQUIRED THE FAILURE OF CLOSING TO DO SO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF ; (2) THE ACTUAL DETRIMENT DAMAGES SUFFERED AND COSTS INCURRED BY SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF XXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY GIVING WRITTEN NOTICE THEREOF THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO ; AND (4) THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AMOUNT OF THE XXXXXXX MONEY SHALL BE AND PURCHASER AGREE THAT THIS CONSTITUTE VALID LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS FOR A DEFAULT OF PURCHASER UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13AGREEMENT. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGESPurchaser and Seller agree that any remedies provided for pursuant to this Agreement for a default of Purchaser shall be in addition to any remedies of Seller set forth in the Lease, and any termination of this Agreement pursuant to the terms hereof shall not cause a termination of the Lease. Seller’s Initials: Purchaser’s Initials:In the event that Purchaser has defaulted pursuant to this Agreement or the Lease, then Purchaser shall have no further right to exercise the Purchase Option, notwithstanding any provision in the Lease. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, at law or in equity in the event of a default by Purchaser pursuant to Sections 5, 16, 17, 18, 22.8, and 22.9, or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 11.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PURCHASER PURSUANT TO SECTION 3.1.4 AND SECTION 3.1.7 HEREOF AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 LIGHT OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES REMOVAL OF THE PROPERTY FROM THE MARKET AND THE COSTS INCURRED BY SELLER PURSUANT AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE. NOTWITHSTANDING THE FOREGOING, ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION AND SECTION 5.1.5 WITH REGARD TO A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY THE PROVISIONS OF SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:5.1.5.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:.

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 11.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE, AND THAT THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND THE COSTS INCURRED BY SELLER PURSUANT AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE. NOTWITHSTANDING THE FOREGOING, ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION AND SECTION 5.1.2 WITH REGARD TO A BREACH OF SELLER'S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY THE PROVISIONS OF SECTION 14.135.1.2. FURTHER, NOTWITHSTANDING ANYTHING IN NO THIS SECTION 10.1 TO THE CONTRARY, IN THE EVENT OF PURCHASER'S DEFAULT OR TERMINATION OF THIS AGREEMENT, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IF PURCHASER BE LIABLE FOR OR ANY CONSEQUENTIAL PARTY RELATED TO OR PUNITIVE DAMAGESAFFILIATED WITH PURCHASER IS ASSERTING ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR AND MARKETABLE TITLE TO THE PROPERTY. Seller’s Initials: Purchaser’s Initials:IF CLOSING IS CONSUMMATED, THEN SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IF PURCHASER FAILS TO PERFORM ANY POST-CLOSING OBLIGATION OF PURCHASER UNDER THIS AGREEMENT.

Purchaser Default. IN THE PARTIES ACKNOWLEDGE AND AGREE EVENT THAT SELLER PURCHASER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS FAIL TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TRANSACTION CONTEMPLATED BY THIS AGREEMENT DUE TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEDEFAULT BY PURCHASER, THEN SELLER SHALL BE ENTITLED TO SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE NOTIFYING PURCHASER THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO RECEIVE OR ON RETAIN THE CLOSING DATE (SUBJECT TO DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE PARTIES AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S LOSS IN THE EVENT OF PURCHASER’S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES BUT NOT AS A PENALTY. SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY. PURCHASER ACKNOWLEDGES AND AGREES THAT NO TECHNICAL OR NON-MATERIAL DEFAULT BY SELLER UNDER THIS AGREEMENT SHALL IN ANY WAY AFFECT ANY RIGHTS OR REMEDIES OF SELLER AGAINST PURCHASER HEREUNDER. IN SECTION 7.3.1)THE EVENT SELLER IS ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AND TO THE EXTENT SELLER HAS NOT ALREADY RECEIVED THE DEPOSIT, IN WHICH EVENT THE DEPOSIT SHALL BE IMMEDIATELY PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER BY THE PAYMENT ESCROW HOLDER UPON RECEIPT OF THE DEPOSIT TO SELLER, NEITHER WRITTEN NOTICE FROM SELLER NOR THAT PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HAS DEFAULTED UNDER THIS AGREEMENT, EXCEPT AND PURCHASER AGREES TO TAKE ALL SUCH ACTIONS AND TO EXECUTE AND DELIVER ALL SUCH DOCUMENTS NECESSARY OR APPROPRIATE TO EFFECT SUCH PAYMENT. IN CONSIDERATION OF SELLER RECEIVING THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST PURCHASER FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONDAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.314.B., IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND, IN CONNECTION WITH THAT ACTION, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL OR TRANSFER THE PROPERTY (“PURCHASER’S ACTION”) (OTHER THAN AS PERMITTED IN SECTION 14.A ABOVE), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 14.B. FROM SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND PURCHASER AGREE THAT THIS RECOVERING DAMAGES, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF PURCHASER’S ACTION, AND THE AMOUNT OF ANY SUCH DAMAGES AWARDED TO SELLER SHALL NOT BE LIMITED TO THE LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13SET FORTH HEREIN. FURTHERMORE, IN NO EVENT SHALL THIS SECTION 14.B. HAVE ANY APPLICATION TO OR LIMIT SELLER’S RIGHTS AGAINST PURCHASER BE LIABLE FOR IN CONNECTION WITH ANY CONSEQUENTIAL OF THE FOLLOWING: (i) SECTION 15 OF THIS AGREEMENT, (ii) SECTION 18 OF THIS AGREEMENT, (iii) SECTION 26 OF THIS AGREEMENT, (iv) ANY DUTY OR PUNITIVE DAMAGESOBLIGATION OF PURCHASER TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, OR (v) ANY MISREPRESENTATIONS BY PURCHASER. Seller’s Initials: Purchaser’s Initials:IF PURCHASER FAILS TO COMPLETE THE PURCHASE AS PROVIDED IN THIS AGREEMENT, SELLER SHALL HAVE NO RIGHT TO SPECIFICALLY ENFORCE THE PROVISIONS OF THIS AGREEMENT.

Purchaser Default. IF THE PARTIES ACKNOWLEDGE CLOSING FAILS TO OCCUR DUE TO PURCHASER’S DEFAULT UNDER THIS AGREEMENT, SELLER, AS ITS SOLE AND AGREE THAT SELLER SHOULD EXCLUSIVE REMEDY, SHALL BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF RETAIN THE DEPOSIT AS “LIQUIDATED DAMAGES”. SELLER AND PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT SELLER’S DAMAGES BY REASON OF SUCH FAILUREDEFAULT. CONSEQUENTLYPURCHASER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF PURCHASER CLOSING FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS OCCUR DUE TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE A DEFAULT UNDER THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER PURCHASER, AS SELLER’S SOLE AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1)EXCLUSIVE REMEDY, IN WHICH EVENT THE DEPOSIT SHALL BE PAID RELEASED TO SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES BOTH PARTIES SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AS PROVIDED HEREIN (THE “SURVIVING OBLIGATIONS”) AND NOT AS A PENALTY), AND, AFTER THE PAYMENT PARTIES RIGHTS UNDER SECTION 11.8. SUCH RETENTION OF THE DEPOSIT BY SELLER SHALL BE IN LIEU OF ANY OTHER RELIEF TO WHICH SELLER MIGHT BE ENTITLED BY VIRTUE OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY AND SHALL BE SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER ’S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER’S BREACH OF THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT . SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN THE SPECIFIC REMEDY EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED SET FORTH IN THIS SECTION 10.310.1, SELLER HEREBY WAIVES ANY AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED ALL RIGHT AND SHOULD NOT BE DEEMED REMEDY, AT LAW OR CONSTRUED IN EQUITY, TO LIMIT IN ANY WAY WHICH SELLER MAY OTHERWISE HAVE BEEN ENTITLED BY REASON OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 DEFAULT, INCLUDING ANY RIGHT IN EQUITY TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST BY PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT ANY RIGHT AT LAW TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGESSEEK DAMAGES FROM PURCHASER. Seller’s Initials: initials Purchaser’s Initials:initials

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS DEFAULTS IN ITS OBLIGATIONS HEREUNDER TO CONSUMMATE (A) DELIVER THE INITIAL DEPOSIT OR ADDITIONAL DEPOSIT (OR ANY OTHER DEPOSIT OR PAYMENT REQUIRED OF PURCHASER HEREUNDER), (B) DELIVER TO SELLERS THE DELIVERIES SPECIFIED UNDER SECTION 5.3 ON THE DATE REQUIRED THEREUNDER, OR (C) DELIVER THE PURCHASE PRICE FOR EACH PROPERTY AT THE TIME REQUIRED BY SECTION 2.2.4 AND CLOSE ON THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY PROPERTIES ON THE CLOSING DATE DATE, THEN, IMMEDIATELY AND WITHOUT NOTICE OR FAILS CURE, PURCHASER SHALL FORFEIT THE DEPOSIT, AND THE ESCROW AGENT SHALL DELIVER THE APPLICABLE SHARE OF THE DEPOSIT TO PERFORM THE APPLICABLE SELLER, AND NEITHER PARTY SHALL BE OBLIGATED TO PROCEED WITH THE PURCHASE AND SALE OF THE PROPERTIES. IF PURCHASER DEFAULTS IN ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECTREPRESENTATIONS, WARRANTIES OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEUNDER THIS CONTRACT, AND SUCH DEFAULT CONTINUES FOR MORE THAN 10 DAYS AFTER WRITTEN NOTICE FROM SELLER'S REPRESENTATIVE, THEN SELLER PURCHASER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER FORFEIT THE DEPOSIT, AND THE ESCROW AGENT PRIOR TO OR ON SHALL DELIVER THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT APPLICABLE SHARE OF THE DEPOSIT TO THE APPLICABLE SELLER, AND NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENTPARTY SHALL BE OBLIGATED TO PROCEED WITH THE PURCHASE AND SALE OF THE PROPERTIES. THE DEPOSIT IS LIQUIDATED DAMAGES AND RECOURSE TO THE DEPOSIT IS, EXCEPT FOR ANY PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS THAT HEREUNDER, SELLERS' SOLE AND EXCLUSIVE REMEDY FOR PURCHASER'S FAILURE TO PERFORM ITS OBLIGATION TO PURCHASE THE PROPERTIES OR BREACH OF A REPRESENTATION OR WARRANTY. SELLERS EXPRESSLY SURVIVE TERMINATIONWAIVE THE REMEDIES OF SPECIFIC PERFORMANCE AND ADDITIONAL DAMAGES FOR SUCH DEFAULT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS' DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS' DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS LIQUIDATED SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES PROVISION IS NOT INTENDED DUE SELLERS, AND SHOULD NOT SHALL BE DEEMED SELLERS' EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR CONSTRUED RELATED TO LIMIT IN ANY WAY A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT HEREUNDER. _________________________ _________________________ SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:'S INITIALS PURCHASER'S INITIALS

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 11.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH OBLIGATIONS PURSUANT TO SECTION 11.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND THE COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT AND SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL NOT CONSTITUTE A PENALTY OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:A FORFEITURE.

Purchaser Default. IF THE PARTIES ACKNOWLEDGE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF PURCHASER’S DEFAULT HEREUNDER, THEN THIS AGREEMENT SHALL TERMINATE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE RETENTION OF THE PROPERTY IF DEPOSIT SHALL BE SELLER’S SOLE AND WHEN REQUIRED TO DO SO EXCLUSIVE REMEDY UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE SUBJECT TO THE SURVIVING OBLIGATIONS; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY PURCHASER TO SELLER UNDER THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT WOULD BE IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE ACTUAL DETRIMENT BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER WOULD SUFFER SHOULD RECEIVE AS A RESULT OF SUCH FAILUREPURCHASER’S BREACH OR DEFAULT. CONSEQUENTLYIN PLACING THEIR INITIALS AT THE PLACES PROVIDED, IF PURCHASER FAILS TO CONSUMMATE EACH PARTY SPECIFICALLY CONFIRMS THE PURCHASE ACCURACY OF THE PROPERTY ON STATEMENTS MADE ABOVE AND THE CLOSING DATE OR FAILS TO PERFORM ANY FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. 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 TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY 1677. FURTHERMORE, EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS UNDER RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT PURSUANT TO SECTION 11.2 9.1, PURCHASER SHALL HAVE NO RIGHT TO SEEK DECLARATORY AND/OR INJUNCTIVE RELIEF AND/OR EQUITABLE RELIEF, OR TO RECORD A NOTICE OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT OR ANY RIGHTS IT MAY HAVE HEREUNDER, OR TO SECTION 14.13RECORD OR FILE A NOTICE OF PENDENCY OF ANY ACTION OR PROCEEDINGS TO ENFORCE THIS AGREEMENT. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s InitialsInitial here: Purchaser’s Initials:/s/ EC Initial here: /s/ WP

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED (i) IF PURCHASER FAILS DEFAULTS IN ITS OBLIGATION TO CONSUMMATE CLOSE THE PURCHASE OF THE PROPERTY IF ON THE CLOSING DATE, SELLER’S SOLE REMEDY (SUBJECT TO THE PROVISO IN SECTION 18(a)(iii)) SHALL BE TO RETAIN THE DEPOSIT AS FULL, AGREED AND WHEN REQUIRED LIQUIDATED DAMAGES, AND SELLER’S RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY WITH RESPECT TO DO SO UNDER SUCH PURCHASER DEFAULT. (ii) THE TERMS PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IN THE EVENT OF THIS AGREEMENTA DEFAULT BY PURCHASER IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE, BUT AGREE THAT IT SELLER’S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN ASCERTAIN, THAT THE EXTENT AMOUNT OF THE ACTUAL DETRIMENT DEPOSIT REPRESENTS THE PARTIES’ REASONABLE 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: SELLER WOULD SUFFER WILL INCUR ADMINISTRATIVE COSTS IN THE NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION, AND WILL INCUR DAMAGES BY WITHDRAWING THE PROPERTY FROM THE OPEN MARKET. THE PAYMENT OF SUCH AMOUNTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A RESULT FORFEITURE OR PENALTY WITHIN THE MEANING OF SUCH FAILURE. CONSEQUENTLY, CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. (iii) IF PURCHASER FAILS DEFAULTS IN ITS OBLIGATION TO CONSUMMATE CLOSE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM AND TITLE COMPANY THEN HOLDS ANY PORTION OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECTTHE DEPOSIT THEN, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN PROMPTLY UPON RECEIPT OF A WRITTEN NOTICE FROM SELLER (A COPY OF WHICH NOTICE SELLER SHALL BE ENTITLED SEND TO TERMINATE THIS AGREEMENT PURCHASER), TITLE COMPANY (NOTWITHSTANDING ANY CONFLICTING INSTRUCTION THAT PURCHASER MAY DELIVER TO TITLE COMPANY BUT SUBJECT TO TITLE COMPANY’S LEGAL RIGHTS OF INTERPLEADER) SHALL DISBURSE TO SELLER, IN IMMEDIATELY AVAILABLE FUNDS, SUCH AMOUNT THEN HELD BY GIVING WRITTEN NOTICE THEREOF TITLE COMPANY. SELLER SHALL HAVE NO OTHER REMEDY AT LAW FOR PURCHASER’S DEFAULT IN ITS OBLIGATION TO PURCHASER AND ESCROW AGENT PRIOR TO OR PURCHASE THE PROPERTY ON THE CLOSING DATE DATE, PROVIDED THAT THE PROVISIONS OF THIS SECTION 18(a) SHALL NOT LIMIT ANY OF SELLER’S (SUBJECT TO A) EQUITABLE RIGHTS OR REMEDIES AGAINST PURCHASER FOR BREACH OF THIS AGREEMENT OR (B) RIGHTS AND REMEDIES AGAINST PURCHASER ARISING OUT OF PURCHASER’S RIGHTS IN SECTION 7.3.1)INDEMNITY, IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS RESTORATION OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY AGREEMENT. SELLER’S INITIALS: PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s InitialsINITIALS:

Purchaser Default. THE PARTIES If (1) Purchaser is in material default or material ----------------- breach of its obligations under this Agreement, (2) Seller is not otherwise in material default or material breach hereunder, and (3) the Closing does not occur, the Xxxxxxx Money may be retained by Seller as liquidated and agreed upon damages and as Seller's sole and exclusive remedy with respect thereto other than those rights that survive a termination of this Agreement as provided herein. If Purchaser is required to but does not deposit with the Escrowee the Xxxxxxx Money as provided in Section 2(A)(i) above, the sum of Three Hundred Thousand Dollars ($300,000) shall nonetheless be recoverable by Seller from Purchaser as Xxxxxxx Money and without prejudice to Seller's other rights and remedies. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE (1) THE PURCHASE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY IF FROM SALE AND WHEN REQUIRED THE FAILURE OF CLOSING TO DO SO OCCUR DUE TO A MATERIAL DEFAULT OF PURCHASER UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF ; (2) THE ACTUAL DETRIMENT DAMAGES SUFFERED AND COSTS INCURRED BY SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF WITHDRAWAL AND FAILURE TO CLOSE DUE TO A MATERIAL DEFAULT OF PURCHASER FAILS UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO CONSUMMATE DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE PURCHASE AMOUNT OF THE PROPERTY ON XXXXXXX MONEY IN THE CLOSING DATE OR FAILS EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO PERFORM ANY A MATERIAL DEFAULT OF ITS OTHER COVENANTS HEREUNDER PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE XXXXXXX MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. IN ANY MATERIAL RESPECTADDITION, OR OTHERWISE FAILS IN THE EVENT THAT SELLER FILES SUIT TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSEPURSUE PAYMENT OF SUCH XXXXXXX MONEY AMOUNT AND SELLER IS THE PREVAILING PARTY AFTER ISSUANCE OF A FINAL, THEN NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO RECOVER FROM PURCHASER THE REASONABLE COSTS AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND COSTS EXPENSES INCURRED BY SELLER PURSUANT TO SECTION 14.13FILE SUCH SUIT. IN NO THE EVENT THAT SELLER FILES SUIT TO PURSUE SUCH CLAIM AND SELLER IS NOT THE PREVAILING PARTY AFTER ISSUANCE OF A FINAL, NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION, PURCHASER SHALL BE ENTITLED TO RECOVER FROM SELLER THE REASONABLE COSTS AND EXPENSES INCURRED BY PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGESTO DEFEND SUCH SUIT. Seller’s InitialsPURCHASER INITIALS: Purchaser’s Initials:SELLER INITIALS: ___________________ _________________

Purchaser Default. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE SHALL BECOME IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT AND THE PURCHASE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLYCURE PERIOD, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER ANY, PROVIDED IN ANY MATERIAL RESPECTSECTION 12.6 HEREOF, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED ELECT AS ITS SOLE REMEDY HEREUNDER TO (A) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT WHEREIN THE DEPOSIT SHALL BE PAID TO RETAINED BY SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND LIQUIDATED DAMAGES (BOTH PARTIES SHALL BE RELIEVED OF AND NOT AS A PENALTY), AND, AFTER RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF LEGAL FEES IN CONNECTION WITH ANY ENFORCEMENT OF SUCH OBLIGATIONS PURSUANT TO SECTION 12.9 HEREOF; OR (B) WAIVE THE DEPOSIT DEFAULT, PRIOR TO SELLEROR AT THE CLOSING, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATIONAND PROCEED TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER AGREE THAT THIS THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES PROVISION IS NOT INTENDED IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND THE COSTS INCURRED BY SELLER PURSUANT AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE. NOTWITHSTANDING THE FOREGOING, ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION AND SECTION 5.1.2 WITH REGARD TO A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY THE PROVISIONS OF SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:5.1.2.

Purchaser Default. NOTWITHSTANDING ANYTHING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED CONTRARY CONTAINED IN THIS AGREEMENT, IF PURCHASER THE CLOSING FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED OCCUR DUE TO DO SO PURCHASER’S DEFAULT UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (WHICH SHALL BE SELLER’S SOLE AND NOT AS A PENALTYEXCLUSIVE REMEDY AGAINST PURCHASER FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, AT WHICH TIME THIS AGREEMENT SHALL BE NULL AND VOID AND NEITHER SELLER NOR PURCHASER WILL PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT EXCEPT FOR ANY OBLIGATIONS THOSE THAT EXPRESSLY SURVIVE TERMINATIONTERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THIS LIQUIDATED (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT THAT WOULD BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE REASONABLE AND VALID LIQUIDATED DAMAGES. THE PARTIES AGREE THAT THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT SHALL BE TREATED AS LIQUIDATED DAMAGES PURSUANT TO SECTION 14.13CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING IN NO THIS AGREEMENT SHALL BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER (A) WITH RESPECT TO ANY INDEMNIFICATION OR OTHER PROVISION OF THIS AGREEMENT THAT SURVIVES THE CLOSING OR TERMINATION OF THIS AGREEMENT, AND SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES, AT LAW OR IN EQUITY, WITH RESPECT TO THOSE PROVISIONS, AND (B) IN THE EVENT SHALL THAT, FOLLOWING ANY TERMINATION OF THIS AGREEMENT, PURCHASER BE LIABLE FOR OR ANY CONSEQUENTIAL PARTY AFFILIATED WITH PURCHASER ASSERTS ANY CLAIMS OR PUNITIVE DAMAGESRIGHTS TO THE PROPERTY THAT MIGHT DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY. Initials of Seller’s Initials: Initials of Purchaser’s Initials:

Purchaser Default. IF THE PARTIES ACKNOWLEDGE CLOSING FAILS TO OCCUR DUE TO PURCHASER’S DEFAULT UNDER THIS AGREEMENT, SELLER, AS ITS SOLE AND AGREE THAT SELLER SHOULD EXCLUSIVE REMEDY, SHALL BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF RETAIN THE XXXXXXX MONEY DEPOSIT AS “LIQUIDATED DAMAGES”. SELLER AND PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT SELLER’S DAMAGES BY REASON OF SUCH FAILUREDEFAULT. CONSEQUENTLYPURCHASER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF PURCHASER CLOSING FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS OCCUR DUE TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE A DEFAULT UNDER THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER PURCHASER, AS SELLER’S SOLE AND ESCROW AGENT PRIOR TO OR ON EXCLUSIVE REMEDY, THE CLOSING DATE (SUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), IN WHICH EVENT THE XXXXXXX MONEY DEPOSIT SHALL BE PAID RELEASED TO SELLER AS FIXED, AGREEDLIQUIDATED DAMAGES, AND BOTH PARTIES SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR THE OBLIGATIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AS PROVIDED HEREIN (THE “SURVIVING OBLIGATIONS”) AND THE PARTIES’ RIGHTS UNDER SECTION 11.8. SUCH RETENTION OF THE XXXXXXX MONEY DEPOSIT BY SELLER, TOGETHER WITH THE SURVIVING OBLIGATIONS AND SELLER’S RIGHTS UNDER SECTION 11.8, SHALL BE IN LIEU OF ANY OTHER RELIEF TO WHICH SELLER MIGHT BE ENTITLED BY VIRTUE OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER’S BREACH OF THIS AGREEMENT. SUCH RETENTION OF THE XXXXXXX MONEY DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES (TO SELLER AND SHALL NOT AS BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY), AND, AFTER . OTHER THAN THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT SPECIFIC REMEDY EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for the property covered by each respective agreement. The dollar amount shown here reflects the aggregate amount across all agreements. CONTAINED SET FORTH IN THIS SECTION 10.310.1, TOGETHER WITH THE SURVIVING OBLIGATIONS AND SELLER’S RIGHTS UNDER SECTION 11.8, SELLER HEREBY WAIVES ANY AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED ALL RIGHT AND SHOULD NOT BE DEEMED REMEDY, AT LAW OR CONSTRUED IN EQUITY, TO LIMIT IN ANY WAY WHICH SELLER MAY OTHERWISE HAVE BEEN ENTITLED BY REASON OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 DEFAULT, INCLUDING ANY RIGHT IN EQUITY TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST BY PURCHASER FOR ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER PURSUANT ANY RIGHT AT LAW TO SECTION 14.13SEEK DAMAGES FROM PURCHASER. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. /s/ Xxxxxx X. Xxxxx /s/ Xxx Xxxxx Seller’s Initials: initials Purchaser’s Initials:initials