Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.

Seller’s Remedies. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE PURCHASER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGE THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS IN ITS OBLIGATION AND FAILS TO ACQUIRE COMPLETE THE PROPERTY, THEN SELLERPURCHASE OF THE PROPERTY IS AND SHALL BE, AS ITS SELLER'S SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY AN AMOUNT EQUAL TO TERMINATE THIS AGREEMENT AND PURCHASEROS XXXXXXX MONEY DEPOSIT (AN AMOUNT EQUAL TO RECEIVE OR RETAIN $10,000 FOR EACH SUCH PROPERTY). THE DEPOSIT AND THE INITIAL PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES AND IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON DEFAULT BY PURCHASER, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR RESTRICTION ON LIABILITY)OBLIGATIONS HEREUNDER. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW./s/ RPJ /s/ SJ Purchaser's Initials Seller's Initials

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.. INITIALS OF SELLER INITIALS OF PURCHASER

Seller’s Remedies. IF PURCHASER DEFAULTS FAILS TO CONSUMMATE THE PURCHASE OF THE PURCHASER PROPERTY INTEREST IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION FAILURE TO ACQUIRE TENDER THE PROPERTYCOMBINED PURCHASE PRICE THEREFOR, AS DETERMINED BASED UPON THE ADJUSTMENTS AND PRORATIONS PROVIDED FOR HEREIN) FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT TO PURCHASER’S OBLIGATIONS SET FORTH IN ARTICLE IX OR (B) PURCHASER’S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS (“PURCHASER DEFAULT”), OR A “PURCHASER DEFAULT” AS DEFINED IN THE OTHER AGREEMENT OCCURS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)PURCHASER. SELLER AND PURCHASER AGREE THAT THE SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES WHICH HAS BEEN AGREED IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY CIVIL CODE SECTION, BUT IS INTENDED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID CONSTITUTE LIQUIDATED DAMAGES TO BE CERTAINSELLER PURSUANT TO LAW AND ANY APPLICABLE CIVIL CODE SECTIONS. SELLER AND PURCHASER WITNESS THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT TO WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.SECTION. Seller’s Initials Purchaser’s Initials RTM PAS/MC

Seller’s Remedies. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF PURCHASER DEFAULTS FAILS TO MATERIALLY PERFORM IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE THE DEPOSIT SHALL BE NO LIMITATION FORFEITED TO SELLER AS LIQUIDATED DAMAGES (WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER WITH RESPECT TO ALL PROVISIONS OF THIS AGREEMENT), AT WHICH TIME THIS AGREEMENT SHALL BE NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR RESTRICTION ON LIABILITY)OBLIGATIONS UNDER THIS AGREEMENT EXCEPT SUCH RIGHTS AND OBLIGATIONS AS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER ACKNOWLEDGES AND AGREES THAT (1) THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT 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 FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER AGREE THAT SELLER'S UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES RESULTING FROM PURCHASER'S SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE AND THAT DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE SUM AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE INITIAL PAYMENT IS TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A FAIR ESTIMATE DEFAULT OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF SAID DAMAGES THE XXXXXXX MONEY DEPOSIT SHALL BE AND CONSTITUTE REASONABLE AND VALID LIQUIDATED DAMAGES. ALTERNATIVELY, SELLER MAY PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT. THE FAILURE OF SELLER TO BE CERTAINFILE AN ACTION FOR SPECIFIC PERFORMANCE WITH TWENTY (20) DAYS OF SUCH BREACH SHALL CONSTITUTE SELLER’S ELECTION TO RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Initials of Seller: ______________ Initials of Purchaser: _______________

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION THE EVENT THAT (A) BUYER MATERIALLY BREACHES THIS AGREEMENT AND THE BREACH IS NOT CURED WITHIN ONE (1) BUSINESS DAY AFTER NOTICE THEREOF FROM SELLER OR (B) THIS TRANSACTION FAILS TO ACQUIRE THE PROPERTYCLOSE BY REASON OF BUYER’S DEFAULT HEREUNDER, THEN SELLERSELLER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDYREMEDY THEREFOR (EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN), HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UPON DELIVERING WRITTEN NOTICE THEREOF TO BUYER AND, IN A SITUATION WHERE THIS TRANSACTION FAILS TO CLOSE BY REASON OF BUYER’S DEFAULT HEREUNDER AND SELLER EXERCISES ITS TERMINATION RIGHT, ESCROW AGENT SHALL RELEASE TO SELLER, AND SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RETAIN, THE DEPOSIT AND THE INITIAL PAYMENT DEPOSIT, AS LIQUIDATED DAMAGES IN LIEU OF, AND NOT AS A PENALTYFULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER BY REASON OF SUCH FAILURE AND, IN FULL SATISFACTION THE EVENT THAT BUYER HAS MADE ANY EXTENSION DEPOSIT, SELLER SHALL ALSO BE ENTITLED TO RETAIN SUCH AMOUNT AS SEPARATE CONSIDERATION FOR ITS EXTENSION OF CLAIMS AGAINST PURCHASER HEREUNDER THE CLOSING DATE. IN CONNECTION WITH THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATIONA) SELLER WILL INCUR SIGNIFICANT EXPENSES RELATED TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, (B) THE PROPERTY WILL BE REMOVED FROM THE MARKET AND SELLER WILL FORGO OPPORTUNITIES TO PURSUE OTHER POTENTIAL PURCHASERS, AND IF (C) FAILURE TO CLOSE THIS AGREEMENT WILL RESULT IN OTHER IRREPARABLE HARM TO SELLER AND XXXXXX COMMUNICATIONS. THE CLOSING OCCURSPARTIES FURTHER AGREE THAT, EXCEPT FOR ANY CLAIM FOR BREACH THE FOREGOING REASONS, IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF ANY OBLIGATION THAT EXPRESSLY SURVIVES DETRIMENT TO SELLER CAUSED BY THE TERMINATION FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE CLOSING PURSUANT AMOUNT OF THE COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S FAILURE TO CLOSE; THEREFORE THE PARTIES AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATION AS OF THE EFFECTIVE DATE OF SELLER’S ANTICIPATED EXPENSES, LOSS AND OTHER POTENTIAL DAMAGES AND IS NOT A PENALTY. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING REMEDY HAS BEEN FAIRLY AND KNOWINGLY NEGOTIATED BY SOPHISTICATED BUSINESS ENTITIES, EACH OF WHICH WAS REPRESENTED BY COUNSEL. IF SELLER TERMINATES THIS AGREEMENT AND RETAINS THE ENTIRE DEPOSIT AS PROVIDED IN THIS SECTION 9.1, THE PARTIES SHALL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER, EXCEPT AS EXPRESSLY SET FORTH HEREIN. IF, HOWEVER, BUYER CHALLENGES SELLER’S RIGHT TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES, THEN THIS SECTION 9.1 SHALL SURVIVE TERMINATION AND BUYER SHALL ALSO INDEMNIFY SELLER FOR ALL REASONABLE ATTORNEYS FEES INCURRED BY SELLER TO COLLECT THE DEPOSIT. NOTHING HEREIN SHALL LIMIT SELLER’S REMEDIES FOR ANY BREACH OF ANY COVENANT OF BUYER TO INDEMNIFY, DEFEND, PROTECT OR HOLD HARMLESS SELLER OR TO REIMBURSE SELLER FOR ANY SUMS OTHERWISE PAYABLE TO SELLER (INCLUDING ATTORNEYS’ FEES AND COSTS) TO THE EXTENT SUCH COVENANT SURVIVES TERMINATION UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.

Seller’s Remedies. IF PURCHASER DEFAULTS IN BREACH OF THIS AGREEMENT FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION FAILURE TO ACQUIRE TENDER THE PROPERTYPURCHASE PRICE THEREFOR, SUBJECT TO THE ADJUSTMENTS AND PRORATIONS PROVIDED FOR HEREIN) FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT TO PURCHASER’S OBLIGATIONS SET FORTH IN Article IX OR (B) PURCHASER’S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)PURCHASER. SELLER AND PURCHASER AGREE THAT THE SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE PROVISION AT THE AMOUNT OF SAID DAMAGES TO BE CERTAINTIME THIS AGREEMENT WAS MADE. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller’s Initials: Purchasers Initials: /s/ LS /s/ JM

Seller’s Remedies. (a) With respect to the Asset: IF PURCHASER DEFAULTS FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY SELLER TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ITS OBLIGATION TO ACQUIRE THE PROPERTYANY MATERIAL RESPECT, THEN SELLERSELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDYREMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE INITIAL PAYMENT PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)HEREUNDER. SELLER AND PURCHASER AGREE THAT SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULTWOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND PURCHASER WITNESS 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWAGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SELLER’S INITIALS PURCHASER’S INITIALS (b) Intentionally Omitted.

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 5.3, Section 10.2, ARTICLE XII, Section 11.1 or Section 11.1.10), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO RECEIVE OR CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE INITIAL AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES AND IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE §§1671, 1676 AND 1677. NOTHING IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR ANY CLAIM DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2.5 ABOVE OR FOR ATTORNEYS’ FEES AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM COSTS AS PROVIDED IN SECTION 16.5 BELOW OR FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)CONFIDENTIALITY PROVISION SET FORTH IN SECTION 13.6 BELOW. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW./s/ Xxxxxxx Xxxxxx /s/ Toh-Xxxx Xx

Seller’s Remedies. (a) With respect to the Ventana Inn & Spa: IF PURCHASER DEFAULTS FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING (FOR ANY REASON EXCEPT FAILURE BY THE SELLERS TO PERFORM HEREUNDER), OR IF PRIOR TO CLOSING ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ITS OBLIGATION TO ACQUIRE ANY MATERIAL RESPECT, THE PROPERTY, THEN SELLERSELLERS SHALL BE ENTITLED, AS ITS THEIR SOLE AND EXCLUSIVE REMEDYREMEDY (EXCEPT WITH RESPECT TO ANY COVENANT OF INDEMNITY BY PURCHASER SET FORTH IN THIS AGREEMENT), SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT OTHER PURCHASE AND SALE AGREEMENTS (EXCEPT THE INITIAL PAYMENT PROVISIONS HEREOF AND THEREOF WHICH EXPRESSLY SURVIVE TERMINATION) AND RECOVER THE EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF HEREUNDER. THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER SELLERS AND PURCHASER AGREE THAT SELLER'S THE SELLERS’ DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULTWOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE, AND IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID SUCH DAMAGES TO BE CERTAIN. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THE PAYMENT OF THE EXXXXXX MONEY TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND PURCHASER WITNESS 1677 OF THE CALIFORNIA CIVIL CODE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES PURSUANT TO SECTION 11.8 HEREOF, NOR WAIVE OR AFFECT ANY PROVISIONS OF THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. [ILLEGIBLE] SELLERS’ INITIALS [ILLEGIBLE] PURCHASER’S INITIALS

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTYIF, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH REASON WHATSOEVER (OTHER THAN THE FAILURE OF A TERMINATION SURVIVING OBLIGATION, CONDITION SET FORTH IN SECTION 3.1 AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE OTHER THAN A TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO SECTION 5.3, SECTION 9.2 OR ARTICLE 11), PURCHASER FAILS TO COMPLETE THE TERMS OF THIS AGREEMENTACQUISITION AS HEREIN PROVIDED, FOR WHICH CLAIMS THERE PURCHASER SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)IN BREACH OF ITS OBLIGATIONS HEREUNDER AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGATIONS HEREUNDER. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULTIN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF $175,000.00 IS THE DEPOSIT PARTIES' BEST AND THE INITIAL PAYMENT IS A FAIR MOST ACCURATE ESTIMATE OF THOSE THE DAMAGES WHICH HAS BEEN SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO SUCH PAYMENT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANY OF THE FOREGOING, HOWEVER, THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER'S RIGHTS WITH RESPECT TO PURCHASER'S INDEMNITIES OF SELLER, OR SELLER'S RIGHTS TO RECOVER ATTORNEYS' FEES AND COURT COSTS PURSUANT TO SECTION 15.5 BELOW. ACCEPTED AND AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.TO: Seller Purchaser

Seller’s Remedies. IF PURCHASER DEFAULTS IN FAILS TO PERFORM ITS OBLIGATION TO ACQUIRE THE PROPERTYOBLIGATIONS UNDER THIS AGREEMENT FOR ANY REASON EXCEPT SELLER DEFAULT, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR COSTS, FEES AND EXPENSES (EXCEPT FOR ANY CLAIM FOR BREACH INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) PURSUANT TO SECTION 15.04, BELOW, IN ADDITION TO THE XXXXXXX MONEY IN THE EVENT OF A TERMINATION SURVIVING OBLIGATIONDISPUTE REGARDING THE DISPOSITION OF THE XXXXXXX MONEY, NOR SHALL THIS PROVISION BE DEEMED TO WAIVE OR AFFECT SELLER’S RIGHTS AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT THE SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWDAMAGES.

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY BY REASON OF A DEFAULT BY BUYER AND IF THERE HAS BEEN NO DEFAULT BY SELLER OR NO FAILURE OF A CONDITION TO BUYER'S OBLIGATION TO ACQUIRE THE PROPERTYPURCHASE, THEN SELLER, AS SELLER SHALL BE RELEASED FROM ALL OF ITS SOLE OBLIGATIONS UNDER THIS AGREEMENT AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE OBTAIN AND KEEP THE DEPOSIT AS LIQUIDATED DAMAGES. IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL DAMAGES AS A RESULT OF SUCH FAILURE TO PURCHASE THE PROPERTY, THE PARTIES AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER WOULD BE DAMAGED BY BUYER'S FAILURE TO CONSUMMATE THE PURCHASE. IN CONSIDERATION OF SELLER RECEIVING THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS OTHER REMEDIES AND CLAIMS AGAINST BUYER AT LAW OR IN EQUITY (EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10.1). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTYAND, IN FULL SATISFACTION CONNECTION WITH THAT ACTION, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL OR TRANSFER THE PROPERTY (AN "ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATIONTHIS SECTION 10.1 FROM SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND RECOVERING DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL AND PUNITIVE DAMAGES), COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES). IF SELLER MUST ENGAGE IN A LEGAL PROCEEDING OR ARBITRATION TO OBTAIN THE CLOSING OCCURSDEPOSIT, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES AND SELLER IS SUCCESSFUL IN SUCH ACTION, THEN IN ADDITION TO THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT DEPOSIT, SELLER SHALL BE ENTITLED TO RECOVER SELLER'S REASONABLE ATTORNEYS' FEES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN ADDITION, FOR SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM RECOVERING DAMAGES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COURT COSTS) WHICH CLAIMS THERE SHALL BE NO LIMITATION SELLER MAY SUFFER OR RESTRICTION ON LIABILITYINCUR AS A RESULT OF THE BREACH BY BUYER OF ITS INDEMNITY OBLIGATIONS UNDER SECTION 3.3(c). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW./s/ GAM /s/ WHM _____________________ ____________________ [Seller's initials] [Buyer's initials]

Seller’s Remedies. IF PURCHASER DEFAULTS BUYER FAILS TO PERFORM ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AT OR PRIOR TO CLOSING FOR ANY REASON EXCEPT AS A DIRECT AND SOLE RESULT OF THE FAILURE BY SELLER TO PERFORM HEREUNDER, OR IF PRIOR TO CLOSING ANY ONE OR MORE OF BUYER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ITS OBLIGATION TO ACQUIRE THE PROPERTYANY MATERIAL RESPECT, THEN SELLERSELLER SHALL BE ENTITLED, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED IN SECTIONS 6.9, 15.2 AND EXCLUSIVE REMEDY15.3 HEREOF), SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)BUYER HEREUNDER. SELLER AND PURCHASER BUYER AGREE THAT SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S BUYER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID SUCH DAMAGES TO BE CERTAIN. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND PURCHASER WITNESS THEIR AGREEMENT 1677. IF THE CLOSING IS CONSUMMATED, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT BUYER FAILS TO PERFORM ANY OBLIGATION OF BUYER UNDER THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.AGREEMENT. SELLER'S INITTIALS: /s/ DL BUYER'S INITIALS: /s/ LS

Seller’s Remedies. IF PURCHASER DEFAULTS 10.3.1 IN ITS OBLIGATION THE EVENT OF THE OCCURRENCE OF ANY BUYER’S EVENT OF DEFAULT PRIOR TO ACQUIRE THE PROPERTYCLOSE OF ESCROW, THEN SELLERSELLER MAY, AS ITS SELLER’S SOLE AND EXCLUSIVE REMEDYONLY REMEDIES: (A) BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE FROM ESCROW OR RETAIN RETAIN, AS THE CASE MAY BE, THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR THE BREACH OF A TERMINATION SURVIVING OBLIGATIONTHIS AGREEMENT BY BUYER, AND IF THE CLOSING OCCURS, BUYER AND SELLER SHALL THEREAFTER BE RELEASED FROM ALL OBLIGATIONS HEREUNDER EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THOSE OBLIGATIONS THAT EXPRESSLY SURVIVES SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE AND IN SUCH EVENT, BUYER SHALL BE RESPONSIBLE FOR ALL ESCROW COSTS; (B) TREAT THIS AGREEMENT AS BEING IN FULL FORCE AND EFFECT, AND SEEK SPECIFIC PERFORMANCE HEREUNDER; OR (C) TREAT THIS AGREEMENT AS BEING IN FULL FORCE AND EFFECT, AND SEEK ALL REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY; PROVIDED, HOWEVER THAT IN NO LIMITATION EVENT SHALL SELLER BE ENTITLED TO SEEK OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT RECEIVE ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. 10.3.2 IN THE SUM EVENT OF THE DEPOSIT AND OCCURRENCE OF ANY BUYER’S EVENT OF DEFAULT AFTER THE INITIAL PAYMENT IS A FAIR ESTIMATE CLOSE OF THOSE DAMAGES WHICH HAS BEEN AGREED ESCROW, SELLER SHALL HAVE ALL REMEDIES AVAILABLE TO IT AT LAW OR IN AN EFFORT EQUITY; PROVIDED, HOWEVER THAT IN NO EVENT SHALL SELLER BE ENTITLED TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWSEEK OR RECEIVE ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY, IN FULL SATISFACTION . SELLER HEREBY ACKNOWLEDGES AND AGREES SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AND SELLER HEREBY WAIVES THE PROVISIONS OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT CALIFORNIA CIVIL CODE SECTION 3389 AND ANY OTHER APPLICABLE EXISTING OR FUTURE LAW PERMITTING A CONTRACT TO BE ENFORCED EVEN THOUGH DAMAGES ARE LIQUIDATED FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)ITS BREACH. SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE CERTAINBOUND BY ITS TERMS. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWSeller:/s/ MS Buyer: /s/VJC 150 LOAN ASSUMPTION.

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 3.1.6, Section 5.3, Section 10.2, Section 11.21.20 or Article XII), Purchaser fails to complete the acquisition of the Property when it is obligated to do so under the terms of this Agreement, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder and Seller shall, as its sole and exclusive remedy, receive the Deposit as liquidated damages. BY INITIALING BELOW, PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO RECEIVE OR CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE INITIAL PAYMENT AS AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES AND NOT AS A PENALTYSET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR ANY CLAIM DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2.5 ABOVE OR FOR ATTORNEYS’ FEES AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)COSTS AS PROVIDED IN SECTION 16.5 BELOW. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW./s/ authorized signatory /s/ authorized signatory Seller’s Initials Purchaser’s Initials

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, . SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)EXCLUSIVE REMEDY. SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BOUND BY INITIALING IMMEDIATELY BELOWITS TERMS.

Seller’s Remedies. IF PURCHASER DEFAULTS FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT (EXCLUDING POST-CLOSING OBLIGATIONS) FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 9.01 TO PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT OR (B) PURCHASER'S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS OBLIGATION TO ACQUIRE THE PROPERTYTERMS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)PURCHASER. SELLER AND PURCHASER AGREE THAT THE SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES WHICH HAS BEEN AGREED IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID CONSTITUTE LIQUIDATED DAMAGES TO BE CERTAINSELLER. WITH RESPECT TO PURCHASER'S BREACH OF ANY OF ITS SURVIVING POST-CLOSING OBLIGATIONS, SELLER SHALL HAVE ALL REMEDIES PROVIDED HEREUNDER AND PURCHASER WITNESS THEIR AGREEMENT TO ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY WHICH ARE NOT INCONSISTENT WITH THE TERMS OF THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWAGREEMENT.

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in SECTION 3.1 and other than a termination of this Agreement pursuant to SECTION 5.3, SECTION 10.2 or ARTICLE XII), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be entitled, as its sole and exclusive remedy (except for the obligations which are specifically provided to survive the termination of this Agreement) to retain the Deposit and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT SELLER HEREBY ACKNOWLEDGE AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S ACTUAL DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULTIN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT IS THE PARTIES' BEST AND THE INITIAL PAYMENT IS A FAIR MOST ACCURATE ESTIMATE OF THOSE THE DAMAGES WHICH HAS BEEN AGREED SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN AN EFFORT THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO CONTRARY CONTAINED IN THIS SECTION 9.1 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY INITIALING IMMEDIATELY BELOW.SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED

Seller’s Remedies. IF THE CLOSE OF ESCROW FAILS TO OCCUR AS A RESULT OF A DEFAULT BY PURCHASER DEFAULTS IN ITS HEREUNDER, THEN SELLER SHALL BE RELEASED FROM SELLER’S OBLIGATION TO ACQUIRE SELL THE PROPERTY TO PURCHASER AND SELLER SHALL BE ENTITLED TO RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS A RESULT OF SUCH DEFAULT BY PURCHASER, AND AGREE THAT THE DEPOSIT AND THE PAYMENT BY PURCHASER OF ALL ESCROW AND TITLE CANCELLATION CHARGES AND FEES IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT PURCHASER BREACHES THIS AGREEMENT BY DEFAULTING IN THE COMPLETION OF THE PURCHASE OF THE PROPERTY, THEN THE DEPOSIT AND THE PAYMENT BY PURCHASER OF ALL ESCROW AND TITLE CANCELLATION CHARGES AND FEES SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER, AND SHALL BE PAID BY PURCHASER TO SELLER AS ITS SELLER’S SOLE AND EXCLUSIVE REMEDY. SELLER AGREES TO WAIVE ALL OTHER REMEDIES AGAINST PURCHASER WHICH SELLER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT BY PURCHASER; PROVIDED, HOWEVER, THE FOREGOING SHALL BE ENTITLED NOT APPLY TO TERMINATE OR LIMIT SELLER’S RIGHTS OR REMEDIES, AND SHALL NOT LIQUIDATE PURCHASER’S LIABILITY FOR, (A) ANY BREACH BY PURCHASER UNDER THIS AGREEMENT OTHER THAN A BREACH BY PURCHASER WHICH CAUSES THE CLOSE OF ESCROW TO FAIL TO OCCUR, (B) PURCHASER’S OBLIGATIONS TO PAY TO SELLER ALL ATTORNEYS’ FEES AND COSTS OF SELLER TO RECEIVE ENFORCE THE PROVISIONS OF THIS SECTION 8.1 AND/OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATIONOBLIGATIONS, AND IF (C) THE CLOSING OCCURSABILITY AND RIGHT OF SELLER TO ENFORCE THE SURVIVING OBLIGATIONS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES INCLUDING INDEMNITY OBLIGATIONS. THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM PAYMENT OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.THE

Seller’s Remedies. IF PURCHASER DEFAULTS THE CLOSING DOES NOT OCCUR SOLELY BECAUSE OF A BREACH OF THIS AGREEMENT BY BUYER (OTHER THAN A BREACH IN ITS OBLIGATION RESPONSE TO ACQUIRE THE PROPERTYA MATERIAL BREACH BY SELLER), THEN IMMEDIATELY UPON SELLER, AS ’S REQUEST (MADE IN ITS SOLE AND EXCLUSIVE REMEDYABSOLUTE DISCRETION), SELLER AND BUYER SHALL BE ENTITLED INSTRUCT THE ESCROW AGENT TO TERMINATE THIS AGREEMENT AND DELIVER TO RECEIVE OR RETAIN SELLER THE PERFORMANCE DEPOSIT AND THE INITIAL PAYMENT AS A LIQUIDATED DAMAGES DAMAGE AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER AND TERMINATE THIS AGREEMENT, AS SELLER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT, ALL OTHER REMEDIES (EXCEPT FOR AS EXPRESSLY RETAINED IN ARTICLE 17.3) BEING EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING ANY CLAIM FOR PROVISION HEREOF TO THE CONTRARY, SELLER MAY RECEIVE THE DEPOSIT AS A LIQUIDATED DAMAGE ONLY IN THE EVENT THIS AGREEMENT IS TERMINATED DUE SOLELY TO THE BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF HEREOF BY BUYER IN THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH ABSENCE OF ANY OBLIGATION MATERIAL BREACH HEREOF BY SELLER. BUYER AND SELLER AGREE THAT EXPRESSLY SURVIVES IN THE TERMINATION EVENT OF SUCH BREACH OF THIS AGREEMENT OR BY BUYER, THE PARTIES ACKNOWLEDGE THAT SELLER WILL BE DAMAGED (INCLUDING LOSS OF OTHER POTENTIAL BUYERS, UNRECOVERABLE MARKETING, SALES AND PROCESSING COSTS AND COSTS OF HOLDING THE PROPERTIES BEYOND THE CLOSING PURSUANT DATE) AND WILL BE ENTITLED TO COMPENSATION FOR THESE DAMAGES, BUT THE TERMS PARTIES FURTHER ACKNOWLEDGE AND AGREE SUCH DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN BECAUSE, AMONG OTHER REASONS, (i) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WOULD BE BASED ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTIES AT THE CLOSING DATE AND THE PURCHASE PRICE FOR THE PROPERTIES AS SET FORTH IN THIS AGREEMENT, WHICH DIFFERENCE WOULD HAVE TO BE BASED ON OPINIONS OF VALUE OF THE PROPERTIES, WHICH CAN VARY IN SIGNIFICANT AMOUNTS AND WHICH WOULD SIGNIFICANTLY DEPEND ON UNCERTAIN AND VARYING ESTIMATES AND PROJECTIONS REGARDING OIL AND GAS RESERVES AND ANTICIPATED FUTURE PRICES FOR OIL AND GAS; AND (ii) IT IS IMPOSSIBLE TO PREDICT, AS OF THE DATE OF THIS AGREEMENT, WHETHER THE VALUE OF THE PROPERTIES WILL INCREASE OR DECREASE AS OF CLOSING DATE, AND BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH CLAIMS THERE BUYER MIGHT BE LIABLE. MOREOVER, BUYER AND SELLER WISH TO AVOID THE COSTS, LENGTHY DELAYS AND SUBSTANTIAL UNCERTAINTIES THAT WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR BUYER’S BREACH OF THIS AGREEMENT. ACCORDINGLY, IN THE EVENT THIS AGREEMENT IS TERMINATED BY SELLER DUE SOLELY TO THE BREACH HEREOF BY BUYER IN THE ABSENCE OF ANY MATERIAL BREACH HEREOF BY SELLER, BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER “LIQUIDATED DAMAGES” EQUAL TO THE SEVEN MILLION FIVE HUNDRED THOUSAND DOLLAR ($7,500,000) PERFORMANCE DEPOSIT PAID BY BUYER AND FOR SELLER TO RECEIVE SAID PERFORMANCE DEPOSIT FROM THE ESCROW AGENT AS “LIQUIDATED DAMAGES.” SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)SELLER’S SOLE AND EXCLUSIVE REMEDY IF THIS AGREEMENT IS TERMINATED DUE SOLELY TO THE BREACH HEREOF BY BUYER. SELLER AND PURCHASER BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS ARTICLE 17.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BOUND BY INITIALING IMMEDIATELY BELOWITS TERMS.

Seller’s Remedies. IF PURCHASER DEFAULTS UNDER THIS AGREEMENT OR OTHERWISE FAILS TO CLOSE THE TRANSACTIONS SET FORTH IN ITS THIS AGREEMENT, FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT TO PURCHASER’S OBLIGATION TO ACQUIRE CLOSE THE PROPERTYTRANSACTIONS SET FORTH IN THIS AGREEMENT OR (B) PURCHASER’S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY UNDER THIS AGREEMENT TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT (IN ADDITION TO ATTORNEYS’ FEES PURSUANT TO SECTION 6.03 BELOW) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATIONUNDER THIS AGREEMENT. IN CONNECTION THEREWITH, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION SELLER WAIVES ITS RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)FROM PURCHASER. SELLER AND PURCHASER AGREE THAT THE SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES. EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS TO CONTEST THE VALIDITY OF THE FOREGOING LIQUIDATED DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, SUCH PROVISION BEING UNREASONABLE UNDER CIRCUMSTANCES EXISTING ON THE AMOUNT EFFECTIVE DATE OR AT THE TIME OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWDEFAULT.

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY, IN FULL SATISFACTION . SELLER HEREBY ACKNOWLEDGES AND AGREES SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AND SELLER HEREBY WAIVES THE PROVISIONS OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT CALIFORNIA CIVIL CODE SECTION 3389 AND ANY OTHER APPLICABLE EXISTING OR FUTURE LAW PERMITTING A CONTRACT TO BE ENFORCED EVEN THOUGH DAMAGES ARE LIQUIDATED FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)ITS BREACH. SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE CERTAINBOUND BY ITS TERMS. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller:/s/ HM Buyer:/s/ RSZ

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY. SELLER HEREBY ACKNOWLEDGES AND AGREES SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AND SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 AND ANY OTHER APPLICABLE EXISTING OR FUTURE LAW PERMITTING A CONTRACT TO BE ENFORCED EVEN THOUGH DAMAGES ARE LIQUIDATED FOR ITS BREACH. NOTWITHSTANDING THE FOREGOING, IN FULL SATISFACTION FOR PURPOSES OF CLAIMS AGAINST PURCHASER HEREUNDER THIS SECTION 13.2 ONLY, THE "DEPOSIT" SHALL ALSO INCLUDE THE LOAN ASSUMPTION FEE DEPOSIT, LOAN SERVICING FEE AND LENDER'S FEE REIMBURSEMENT (EXCEPT FOR ALTHOUGH SELLER ACKNOWLEDGES THAT TO THE EXTENT LENDER, AMRESCO OR LENDER'S COUNSEL IS ENTITLED TO ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF SUCH AMOUNTS UNDER THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION TERMS OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENTOTHERWISE, FOR WHICH CLAIMS THERE SUCH AMOUNTS SHALL BE PAID TO SUCH APPLICABLE PARTIES AND SELLER SHALL HAVE NO LIMITATION RIGHT OR RESTRICTION ON LIABILITYINTEREST IN ANY SUCH AMOUNTS). SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE CERTAINBOUND BY ITS TERMS. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller: /s/ EG Buyer: /s/ RSZ

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 5.7, Section 10.2 or Article XII), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO ACQUIRE DETERMINE, THAT THE PROPERTYAMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, THEN AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER, AS ITS ’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDYREMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT AND SELLER IS ENTITLED THERETO UNDER THE TERMS HEREOF (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE ENTITLED IN ADDITION TO TERMINATE THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT AND SHALL, HOWEVER, BE DEEMED TO RECEIVE LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.11 ABOVE OR FOR ATTORNEYS’ FEES AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO COSTS AS PROVIDED IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY 16.5 BELOW.

Seller’s Remedies. SELLER AND PURCHASER EXPRESSLY ACKNOWLEDGE AND AGREE THAT IF PURCHASER DEFAULTS IN ITS OBLIGATION CLOSING FAILS TO ACQUIRE OCCUR SOLELY AS THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE RESULT OF A DEFAULT UNDER THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATIONBY PURCHASER, AND IF ALL OTHER CONDITIONS TO PURCHASER'S OBLIGATIONS TO CONSUMMATE THE CLOSING OCCURSPURCHASE OF THE PROPERTY TO BE SATISFIED AS OF THE DATE OF SUCH DEFAULT HAVE BEEN SATISFIED AT THE TIME OF SUCH DEFAULT, EXCEPT FOR ANY CLAIM FOR BREACH IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE AT THIS TIME TO ESTIMATE THE AMOUNT OF ANY OBLIGATION THAT EXPRESSLY SURVIVES SUCH DAMAGE, AND AFTER NEGOTIATION, THE TERMINATION PARTIES HAVE AGREED THAT, CONSIDERING ALL OF THIS AGREEMENT OR THE CLOSING PURSUANT TO CIRCUMSTANCES EXISTING ON THE TERMS DATE OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)THE AMOUNT OF THE EARNEST MOXXX XXXOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM IN THE EVENT OF SUCH A DEFAULT BY PURCHASER, AND CONDITIONED ON ALL OTHER CONDITIONS TO PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, OBLIGATIONS TO DETERMINE AND THAT CONSUMMATE THE SUM PURCHASE OF THE DEPOSIT AND PROPERTY BEING FULFILLED AT THE INITIAL PAYMENT TIME OF SUCH DEFAULT, THE EARNEST MOXXX XXXOSIT SHALL CONSTITUTE LIQUIDATED DAMAGES FOR SUCH DEFAULT. THE ESCROW HOLDER IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. HEREBY INSTRUCTED BY SELLER AND PURCHASER WITNESS THEIR TO DELIVER SUCH DEPOSIT TO SELLER IN SUCH EVENT, AND SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER'S DEFAULT, AND SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR ANY OTHER RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR UNDER THE LAW, AND SELLER HEREBY WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES HEREUNDER, EXCEPT THAT SELLER SHALL BE ENTITLED TO EXERCISE ANY RIGHTS OR REMEDIES IT MAY HAVE BY VIRTUE OF ANY INDEMNITY CREATED OR GRANTED HEREIN. BY PLACING ITS INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: Seller: Purchaser:

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, . SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)EXCLUSIVE REMEDY. SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BOUND BY INITIALING IMMEDIATELY BELOWITS TERMS.

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in SECTION 3.1 and other than a termination of this Agreement pursuant to SECTION 5.3, SECTION 10.2 or ARTICLE XII), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT SELLER HEREBY ACKNOWLEDGE AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULTIN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT IS THE PARTIES' BEST AND THE INITIAL PAYMENT IS A FAIR MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT, OTHER THAN ITS RIGHT TO ENFORCE THOSE DAMAGES INDEMNITIES AND OBLIGATIONS OF PURCHASER WHICH HAS BEEN AGREED SURVIVE A TERMINATION OF THIS AGREEMENT, SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW OR IN EQUITY IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN EFFORT ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO CAUSE SELL AND TRANSFER THE PROPERTY EXCEPT AS EXPRESSLY PERMITTED UNDER THIS SECTION 10.1, OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A "PURCHASER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER'S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF SAID ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES TO BE CERTAINSET FORTH HEREIN. SELLER ACCEPTED AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.AGREED TO: ---------------------------------- -------------------------------- Seller Purchaser

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 2.4(e), Section 5.7, Section 10.2, Article XII, or Article XIV), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO ACQUIRE DETERMINE, THAT THE PROPERTYAMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, THEN AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER, AS ITS ’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDYREMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT AND SELLER IS ENTITLED THERETO UNDER THE TERMS HEREOF (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE ENTITLED IN ADDITION TO TERMINATE THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT AND SHALL, HOWEVER, BE DEEMED TO RECEIVE LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.11 ABOVE OR FOR ATTORNEYS’ FEES AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO COSTS AS PROVIDED IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY 16.5 BELOW.

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION BUYER SHOULD FAIL TO ACQUIRE CONSUMMATE THIS AGREEMENT AS A RESULT OF BUYER'S DEFAULT UNDER THE PROPERTYTERMS OF THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER'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 BUYER'S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE INITIAL PAYMENT DEPOSIT AS LIQUIDATED DAMAGES AND BUT NOT AS A PENALTY, IN FULL SATISFACTION . SELLER HEREBY ACKNOWLEDGES AND AGREES SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY AND SELLER HEREBY WAIVES THE PROVISIONS OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT CALIFORNIA CIVIL CODE SECTION 3389 AND ANY OTHER APPLICABLE EXISTING OR FUTURE LAW PERMITTING A CONTRACT TO BE ENFORCED EVEN THOUGH DAMAGES ARE LIQUIDATED FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)ITS BREACH. SELLER AND PURCHASER AGREE BUYER ACKNOWLEDGE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THEY HAVE READ AND THAT UNDERSTAND THE SUM PROVISIONS OF THE DEPOSIT FOREGOING PROVISION AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE CERTAINBOUND BY ITS TERMS. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller: /s/ JM Buyer:/s/ VJC

Seller’s Remedies. IF PURCHASER BUYER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTYUNDER THIS AGREEMENT AND SUCH DEFAULT IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO MAY TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF AND TO RECEIVE OR RETAIN THE THEN-CURRENT DEPOSIT AND DUE HEREUNDER (WHETHER OR NOT THE INITIAL PAYMENT FULL AMOUNT OF SAME HAS BEEN DEPOSITED WITH ESCROW HOLDER) AS LIQUIDATED DAMAGES AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION TO OR RIGHTS AGAINST THE OTHER EXCEPT ANY RIGHTS OR OBLIGATIONS OF EITHER PARTY WHICH ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF BUYER’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 BUYER’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; PROVIDED, IN FULL SATISFACTION HOWEVER, SELLER’S RECEIPT OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH SUCH LIQUIDATED DAMAGES AMOUNT FOLLOWING A DEFAULT BY BUYER SHALL BE INDEPENDENT OF A TERMINATION SURVIVING OBLIGATIONAND SHALL NOT NULLIFY, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH LIMIT OR RELIEVE BUYER OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF SUCH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR THE CLOSING PURSUANT WHICH ARE EXPRESSLY STATED TO THE TERMS OF THIS AGREEMENTSURVIVE TERMINATION. Notwithstanding anything contained herein to the contrary, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITYif any of the representations or warranties of Buyer that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are false or inaccurate, or Buyer is in breach or default of any of its obligations under this Agreement that survive Closing, and if Seller shall have had knowledge of the false or inaccurate representations or warranties or other breach or default but Seller nonetheless closes the transactions hereunder, then Buyer shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.

Seller’s Remedies. IF PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PROPERTYCLOSING DOES NOT OCCUR AS A RESULT OF BUYER’S DEFAULT HEREUNDER, THEN SELLERSELLER SHALL BE ENTITLED, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED IN SECTIONS 4.11, 8.6, 10.3 AND EXCLUSIVE REMEDY10.4 HEREOF), SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)BUYER HEREUNDER. SELLER AND PURCHASER BUYER AGREE THAT SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S BUYER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT EXXXXXX MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID SUCH DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING ANYTHING IN THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.10.1 TO THE CONTRARY, IN THE EVENT OF BUYER’S DEFAULT, OTHER THAN THE FAILURE TO CLOSE AS A RESULT OF BUYER’S DEFAULT, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY. SELLER’S INITIALS: BUYER’S INITIALS:

Seller’s Remedies. IF PURCHASER DEFAULTS IN BREACH OF THIS AGREEMENT FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION FAILURE TO ACQUIRE TENDER THE PROPERTYPURCHASE PRICE THEREFOR, SUBJECT TO THE ADJUSTMENTS AND PRORATIONS PROVIDED FOR HEREIN) FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT TO PURCHASER’S OBLIGATIONS SET FORTH IN Article IX OR (B) PURCHASER’S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)PURCHASER. SELLER AND PURCHASER AGREE THAT SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF THOSE DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE PROVISION AT THE AMOUNT OF SAID DAMAGES TO BE CERTAINTIME THIS AGREEMENT WAS MADE. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller’s Initials: Purchasers Initials:

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 5.3, Section 10.2 or Article XII), Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be entitled to terminate this Agreement in its entirety by delivering notice to Purchaser and retain the Deposit as liquidated damages, in which event Seller shall also be released from any further obligations hereunder. PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO RECEIVE OR CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE INITIAL PAYMENT AS AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES AND NOT AS A PENALTYSET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR ANY CLAIM DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTIONS 5.2.5 AND IF THE CLOSING OCCURS, EXCEPT 16.23 BELOW OR FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER ATTORNEYS’ FEES AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO COSTS AS PROVIDED IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY 16.5 BELOW.

Seller’s Remedies. IF In the event Purchaser defaults under this Agreement, then (i) Sellers shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability under this Agreement, except for the Post Termination Obligations and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Sellers. Sellers shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER DEFAULTS IN ITS OBLIGATION TO ACQUIRE AND SELLERS ACKNOWLEDGE AND AGREE THAT: (1) THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY). SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE INITIAL PAYMENT IS FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A FAIR ESTIMATE DEFAULT OF THOSE PURCHASER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES WHICH HAS BEEN AGREED SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO IN AN EFFORT CLOSE DUE TO CAUSE 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 SAID DAMAGES TO BE CERTAIN. SELLER THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.THE TRANSACTION

Seller’s Remedies. In the event the Closing does not occur by the Outside Closing Date for any reason due to Purchaser's or Purchaser's breach under this Agreement, Seller's sole remedy shall be to (i) terminate this Agreement and (ii) retain the Deposits as liquidated damages, and not as a penalty. PURCHASER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT BY PURCHASER HEREUNDER OR A CLAIM AGAINST PURCHASER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, SELLER'S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN. THEREFORE, SELLER AND PURCHASER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IF PURCHASER DEFAULTS IN ITS OBLIGATION HEREUNDER, OR A CLAIM IS ASSERTED AGAINST PURCHASER WITH RESPECT TO ACQUIRE THE PROPERTYTRANSACTIONS CONTEMPLATED HEREBY, THEN SELLERIS AND SHALL BE THE DEPOSITS, AND SELLER SHALL RETAIN THE DEPOSITS AS ITS SOLE AND EXCLUSIVE REMEDY, REMEDY (WHETHER AT LAW OR IN EQUITY) AND SUCH AMOUNT SHALL BE ENTITLED TO TERMINATE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH ARISING OUT OF A TERMINATION SURVIVING OBLIGATION, AND IF OR RELATING TO THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE CLOSING PURSUANT (INCLUDING WITHOUT LIMITATION ANY TORT ARISING OUT OF PURCHASER'S FAILURE TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITYCLOSE). SELLER AND PURCHASER AGREE THAT SELLER'S ALL OTHER CLAIMS TO DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, OR OTHER REMEDIES RELATING TO DETERMINE AND THAT THE SUM A BREACH HEREOF OR OTHERWISE RELATING TO OR ARISING OUT OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAINTRANSACTIONS CONTEMPLATED HEREBY ARE EXPRESSLY WAIVED BY SELLER. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.LC, MS JK ________________ --------------- (Seller's initials) (Purchaser's initials)

Seller’s Remedies. IF If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 10.2 or Article XII), or arising out of any material default of this Agreement by Seller, Purchaser fails to complete the acquisition as herein provided, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER DEFAULTS AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN ITS OBLIGATION TO ACQUIRE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO RECEIVE OR CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE INITIAL PAYMENT AS AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES AND NOT AS A PENALTYSET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR ANY CLAIM DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF PURCHASER’S INDEMNITY OBLIGATIONS UNDER THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS ACCESS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, UNDER SECTION 5.2.4 ABOVE OR FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5 BELOW. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller Purchaser

Seller’s Remedies. FOLLOWING SATISFACTION OR WAIVER BY BUYER OF THE BUYER’S CONTINGENCIES, INCLUDING, WITHOUT LIMITATION, BUYER’S DUE DILIGENCE CONTINGENCY AS SET FORTH IN SECTION 4.5 OF THIS AGREEMENT, IF PURCHASER DEFAULTS BUYER COMMITS A MATERIAL DEFAULT UNDER THE AGREEMENT (WHICH DEFAULT IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS AFTER SELLER NOTIFIES BUYER IN WRITING OF SUCH DEFAULT) AND THE CLOSE OF ESCROW FAILS TO OCCUR BY REASON OF SUCH MATERIAL DEFAULT, THEN, IN ANY SUCH EVENT, PROVIDED THAT SELLER IS NOT IN DEFAULT HEREUNDER, SELLER MAY TERMINATE THIS AGREEMENT AND BUYER AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE OBLIGATIONS EXPRESSLY PROVIDED TO SURVIVE TERMINATION OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT, BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGE BY REASON OF BUYER’S MATERIAL DEFAULT. ACCORDINGLY, BUYER AND SELLER AGREE THAT IF THIS AGREEMENT TERMINATES AS A RESULT OF A MATERIAL DEFAULT BY BUYER UNDER THE AGREEMENT AS PROVIDED IN THIS SECTION 8.2, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE AMOUNT OF THE DEPOSIT PAID BY BUYER AT THE TIME OF THE MATERIAL DEFAULT AS LIQUIDATED DAMAGES. SELLER AND BUYER AGREE THAT THE AMOUNT OF THE DEPOSIT PAID AT THE TIME OF THE MATERIAL DEFAULT IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S MATERIAL DEFAULT IN ITS OBLIGATION TO ACQUIRE PURCHASE THE PROPERTY, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN THE DEPOSIT AND THE INITIAL PAYMENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PROPERTY PURSUANT TO THE TERMS AGREEMENT. SELLER HEREBY WAIVES THE REMEDY OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)SPECIFIC PERFORMANCE AGAINST BUYER. SELLER AND PURCHASER BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THAT THE SUM OF THE DEPOSIT AND THE INITIAL PAYMENT IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAINBOUND BY ITS TERMS. SELLER AND PURCHASER WITNESS THEIR AGREEMENT TO THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOW.Seller’s Initials: Buyer’s Initials:

Seller’s Remedies. IF PURCHASER DEFAULTS FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT (EXCLUDING POST-CLOSING OBLIGATIONS) FOR ANY REASON EXCEPT (A) THE FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 9.01 TO PURCHASER’S OBLIGATIONS UNDER THIS AGREEMENT OR (B) PURCHASER’S TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS OBLIGATION TO ACQUIRE THE PROPERTYTERMS, THEN SELLER, SELLER SHALL BE ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED REMEDY TO TERMINATE THIS AGREEMENT AND TO RECEIVE OR RETAIN RECOVER THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF ANY CLAIMS AGAINST PURCHASER HEREUNDER (EXCEPT FOR ANY CLAIM FOR BREACH OF A TERMINATION SURVIVING OBLIGATION, AND IF THE CLOSING OCCURS, EXCEPT FOR ANY CLAIM FOR BREACH OF ANY OBLIGATION THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT OR THE CLOSING PURSUANT TO THE TERMS OF THIS AGREEMENT, FOR WHICH CLAIMS THERE SHALL BE NO LIMITATION OR RESTRICTION ON LIABILITY)PURCHASER. SELLER AND PURCHASER AGREE THAT THE SELLER'S ’S DAMAGES RESULTING FROM PURCHASER'S ’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, DIFFICULT TO DETERMINE AND THAT THE SUM AMOUNT OF THE DEPOSIT AND THE INITIAL PAYMENT XXXXXXX MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES WHICH HAS BEEN AGREED IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID CONSTITUTE LIQUIDATED DAMAGES TO BE CERTAINSELLER. WITH RESPECT TO PURCHASER’S BREACH OF ANY OF ITS SURVIVING POST-CLOSING OBLIGATIONS, SELLER SHALL HAVE ALL REMEDIES PROVIDED HEREUNDER AND PURCHASER WITNESS THEIR AGREEMENT TO ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY WHICH ARE NOT INCONSISTENT WITH THE TERMS OF THIS SECTION 9.1 BY INITIALING IMMEDIATELY BELOWAGREEMENT.